SEC Form 4 · accession 0000950142-17-001088
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
May 17, 2017
Accepted (ET)
May 19, 2017 · 5:39 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 STOCKF1,F2 | May 17, 2017 | A | 27,027 | $0.00 | A | 124,570 | D | |
| CLASS A COMMON STOCKF3,F4 | holding | — | — | — | 419,383 | I | By InterMedia Partners VII, L.P. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents restricted shares of Hemisphere Media Group, Inc. (the "Company") Class A common stock, par value $0.0001 per share ("Common Stock") granted to the reporting person 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 $300,000 by the closing share price of the Common Stock on May 17, 2017, the date of grant. The restricted stock will vest on the day preceding the Company's 2018 annual meeting, subject to the reporting person's continued service as a director on such vesting date.
- F2Does include 419,383 shares of Common Stock described in footnote 3 below.
- F3The reported securities are subject to forfeiture pursuant to the Equity Restructuring Agreement, dated as of January 22, 2013, by and among Azteca Acquisition Corporation, the Company, Azteca Acquisition Holdings, LLC, Brener International Group, LLC, InterMedia Partners VII, L.P.("IM"), InterMedia Cine Latino, LLC, Cinema Aeropuerto, S.A de C.V and the other parties identified therein 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 will be distributed on a pro rata basis to certain limited partners of IM upon the satisfaction of the Vesting Condition.
- F4The reported securities are owned directly by IM, and indirectly by InterMedia Partners, L.P. ("GP"), as general partner of IM, Peter M. Kern., as manager of GP, and Leo Hindery, Jr., as manager of GP. GP, as well as Messrs. Kern and Hindery disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.