SEC Form 4 · accession 0000950142-16-004635
HEMISPHERE MEDIA GROUP, INC. · HMTV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andrew Frey
Director
Period of report
Oct 21, 2016
Accepted (ET)
Oct 25, 2016 · 5:26 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 | Oct 21, 2016 | A | 8,197 | $0.00 | A | 8,197 | D | |
| CLASS A COMMON STOCK | Oct 21, 2016 | J | 8,197 | $0.00 | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents restricted shares of Class A common stock, par value $0.0001 per share ("Common Stock"), of Hemisphere Media Group, Inc., a Delaware corporation (the "Company"), granted to Mr. Frey in connection with his service on the Company's Board of Directors pursuant to the Hemisphere Media Group, Inc. Amended and Restated 2013 Equity Incentive Plan. The number of restricted shares was calculated by dividing $100,000 by the closing share price of the Common Stock on October 21, 2016, the date of grant. The restricted stock will vest on the day preceding the Company's 2017 annual meeting, subject to Mr. Frey's continued service as a director on such vesting date.
- F2All restricted shares referred to in the preceding note 1 were transferred by Mr. Frey and are owned by Searchlight Capital Partners, LP, a Delaware limited partnership ("SCP LP"). See Remarks below.
Remarks
Mr. Frey, a manager of Searchlight II HMT GP, LLC ("SCP HMT GP"), a Delaware limited liability company and an affiliate of SCP LP, serves on the board of directors of the Company. Mr. Frey was selected by SCP HMT GP as a designee to the board of directors of the Company pursuant to the Stockholders Agreement, dated as of September 6, 2016, as amended by Amendment No. 1, dated as of October 21, 2016, by and among the Company, Gato Investments LP, InterMedia Hemisphere Roll-Over L.P., InterMedia Partners VII, L.P., Gemini Latin Holdings, LLC, Peter M. Kern and Searchlight II HMT, L.P.