SEC Form 4 · accession 0000950142-16-004629

HEMISPHERE MEDIA GROUP, INC. · HMTV

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

Reporting owner

Peter M Kern

Director · 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	I	By Intermedia Partners VII, L.P.
Class A Common Stock^F5,F3	Oct 21, 2016	J	8,807,037	$0.00	D	419,383	I	By Intermedia Partners VII, L.P.
Class A Common Stock	holding	—	—		—	97,543	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)^F3,F6	$6.00	Oct 21, 2016	J	700,522	D	Apr 4, 2013	Apr 4, 2018	Class A Common Stock	350,261	744,198	I
Warrants (Right to Purchase)^F7,F6	$6.00	Oct 21, 2016	J	48,148	A	Apr 4, 2013	Apr 4, 2018	Class A Common Stock	24,074	48,148	D
Warrants (Right to Purchase)^F9,F3,F6	$6.00	Oct 21, 2016	J	744,198	D	Apr 4, 2013	Apr 4, 2018	Class A Common Stock	372,099	0	I
Warrants (Right to Purchase)^F9,F10,F6	$6.00	Oct 21, 2016	J	422,092	D	Apr 4, 2013	Apr 4, 2018	Class A Common Stock	211,046	0	I
Warrants (Right to Purchase)^F9,F11,F6	$6.00	Oct 21, 2016	J	1,166,290	A	Apr 4, 2013	Apr 4, 2018	Class A Common Stock	583,145	1,166,290	I
Class B Common Stock^F3,F1	—	Oct 21, 2016	C	9,226,420	D	—	—	Class A Common Stock	9,226,420	11,206,042	I
Class B Common Stock^F3,F1	—	Oct 21, 2016	J	680,952	D	—	—	Class A Common Stock	680,952	10,525,090	I
Class B Common Stock^F7,F1	—	Oct 21, 2016	J	680,952	A	—	—	Class A Common Stock	680,952	680,952	D
Class B Common Stock^F9,F3,F1	—	Oct 21, 2016	J	10,525,090	D	—	—	Class A Common Stock	10,525,090	0	I
Class B Common Stock^F9,F10,F1	—	Oct 21, 2016	J	5,969,581	D	—	—	Class A Common Stock	5,969,581	0	I
Class B Common Stock^F9,F11,F1	—	Oct 21, 2016	J	16,494,671	A	—	—	Class A Common Stock	16,494,671	16,494,671	I

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.
F10The 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.
F11The reported securities are owned directly by the Investor, and indirectly by Gemini Latin Holdings, LLC (the "General Partner"), as general partner of the Investor, and Peter M. Kern, as the managing member of the General Partner. The General Partner, as well as Mr. Kern disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
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 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.
F7The reported securities reflect the change in the form of beneficial ownership from indirect to direct as a result of the distribution by IM described above in note 4.
F8Pursuant 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 from IM and IM Cine. Such transaction did not result in a change in Mr. Kern's beneficial ownership of such securities.
F9Pursuant to the Stock Purchase Agreement, the Investor purchased the reported securities at a price of $9.75 per "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.