SEC Form 4 · accession 0000950142-16-004628

HEMISPHERE MEDIA GROUP, INC. · HMTV

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

InterMedia Partners VII LP

10% Owner

InterMedia Cine Latino, LLC

10% Owner

InterMedia Partners, L.P.

10% Owner

Period of report

Oct 21, 2016

Accepted (ET)

Oct 25, 2016 · 5:12 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001567345

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F3	Oct 21, 2016	C	9,226,420	$0.00	A	9,226,420	D
Class A Common Stock^F5,F3	Oct 21, 2016	J	8,807,037	$0.00	D	419,383	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Warrants (Right to Purchase)^F7,F8,F6	$6.00	Oct 21, 2016	S	422,092	D	Apr 4, 2013	Apr 4, 2018	Class A Common Stock	211,046	0	I
Warrants (Right to Purchase)^F7,F3,F6	$6.00	Oct 21, 2016	S	744,198	D	Apr 4, 2013	Apr 4, 2018	Class A Common Stock	372,099	700,522	D
Warrants (Right to Purchase)^F3,F6	$6.00	Oct 21, 2016	J	700,522	D	Apr 4, 2013	Apr 4, 2018	Class A Common Stock	350,261	0	D
Class B Common Stock^F7,F8,F1	—	Oct 21, 2016	S	5,969,581	D	—	—	Class A Common Stock	5,969,581	0	I
Class B Common Stock^F7,F3,F1	—	Oct 21, 2016	S	10,525,090	D	—	—	Class A Common Stock	10,525,090	9,907,372	D
Class B Common Stock^F3,F1	—	Oct 21, 2016	J	680,952	D	—	—	Class A Common Stock	680,952	9,226,420	D
Class B Common Stock^F3,F1	—	Oct 21, 2016	C	9,226,420	D	—	—	Class A Common Stock	9,226,420	0	D

Explanation of responses

F1In accordance with the terms of Hemisphere Media Group, Inc.'s (the "Company") amended and restated certificate of incorporation, each share of the Class B common stock, par value $0.0001 per share ("Class B common stock"), of the Company is convertible in whole or in part at any time at the holder's election into an equal number of fully paid and non-assessable shares of Class A common stock, par value $0.0001 per share ("Class A common stock"), and has no expiration date.
F2The reported securities have been converted into shares of the Company?s Class A common stock prior to being distributed to the limited partners of InterMedia Partners VII, L.P. (?IM?).
F3The reported securities are owned directly by IM, and indirectly by InterMedia Partners, L.P. (?GP?), as general partner of IM, Leo Hindery, Jr., as manager of GP and Peter M. Kern, as manager of GP. GP, as well as Messrs. Hindery and Kern disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
F4The reported securities have been distributed by IM to certain of its limited partners.
F5The reported securities are subject to forfeiture pursuant to the Equity Restructuring Agreement (as defined below) unless the closing sale price of Class A common stock equals or exceeds $15.00 per share for any 20 trading days within at least one 30-trading day period before April 4, 2018 (the ?Vesting Condition?). The reported securities have been retained by IM and will be distributed on a pro rata basis to certain limited partners upon the satisfaction of the Vesting Condition.
F6Pursuant to the terms of the warrant agreement, as amended by the Assignment, Assumption and Amendment of Warrant Agreement, a form of which was filed with the Securities and Exchange Commission as Annex B to the Company?s Amendment No. 3 to its Registration Statement on Form S-4 filed on March 15, 2013, as subsequently amended, the warrants will expire on April 4, 2018 unless the Company is liquidated prior to such time.
F7Pursuant to a stock purchase agreement, dated as of September 6, 2016, by and among Gato Investments LP (the "Investor"), IM and InterMedia Cine Latino, LLC ("IM Cine") (the "Stock Purchase Agreement"), the Investor purchased the reported securities at a price of $9.75 per allocable "Security." "Security" means (A) one share of Class B common stock that is not subject to any type of forfeiture, (B) 0.047619 shares of Class B common stock subject to forfeiture pursuant to the Equity Restructuring and Warrant Purchase Agreement (the "Equity Restructuring Agreement"), dated as of January 22, 2013, by and among Azteca Acquisition Corporation, HMG, Azteca Acquisition Holdings, LLC, Brener International Group, LLC, IMP, IM Cine, Cinema Aeropuerto, S.A de C.V and the other parties identified therein and (C) 0.074074 warrants to purchase 0.037037 shares of Class A common stock.
F8The reported securities are owned directly by IM Cine, and indirectly by IM, as the sole member, GP, as general partner of IM, Leo Hindery, Jr., as manager of GP and Peter M. Kern, as manager of GP. GP, as well as Messrs. Hindery and Kern disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.