SEC Form 4 · accession 0000950142-17-002134
HEMISPHERE MEDIA GROUP, INC. · HMTV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alan J. Sokol
Officer — CEO, President · Director
Period of report
Nov 29, 2017
Accepted (ET)
Dec 1, 2017 · 5:23 pm EST
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 StockF2 | Nov 29, 2017 | J | 250,545 | $0.00 | D | 509,591 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| EMPLOYEE STOCK OPTION (RIGHT TO BUY)F3,F5,F4 | $10.20 | Nov 29, 2017 | J | 312,500 | D | — | Apr 9, 2023 | Class A Common Stock | 312,500 | 487,500 | D |
| WARRANTS (RIGHT TO PURCHASE)F7 | $6.00 | Nov 29, 2017 | J | 1,650 | D | Apr 4, 2013 | Apr 4, 2018 | Class A Common Stock | 825 | 1,650 | D |
| EMPLOYEE STOCK OPTION (RIGHT TO BUY)F6 | $11.90 | holding | — | — | — | — | Nov 10, 2026 | Class A Common Stock | 300,000 | 300,000 | D |
Explanation of responses
- F1The securities of Hemisphere Media Group, Inc. (the "Company") were transferred directly to Mr. Sokol's former spouse as a part of a domestic relations order in a transaction exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-12. This is a volunatry filing.
- F2Of these shares, 216,666 are restricted securities which will vest, subject to certain exceptions, as follows: 100,000 shares will vest upon the fair market value of the Company's Class A common stock, par value $0.0001 per share ("Class A common stock") stock price reaching or exceeding $15.00 per share on at least ten trading days (which need not be consecutive) following April 4, 2013, and 116,666 shares will vest in equal annual installments on the second and third anniversary of April 5, 2016.
- F3Of the options transferred, 37,500 options to purchase shares of Class A common stock, shall be held by the Reporting Person in constructive trust until the vesting condition for such options is satisfied (as discussed in note 4 below) and since the economic interest in such 37,500 options to purchase Class A common stock has been transferred pursuant to the domestic relations order, the Reporting Person no longer reports as beneficially owned and disclaims ownership over such options held in constructive trust or any of the other securities in which beneficial ownership was transferred to his former spouse as reported herein.
- F4Of these options to purchase shares of Class A common stock that have been transferred, 37,500 options will vest upon the fair market value of the Class A common stock price reaching or exceeding $15.00 per share on at least ten trading days (which need not be consecutive) following April 4, 2013.
- F5Of these stock options, 212,500 options will vest upon the fair market value of the Class A common stock price reaching or exceeding $15.00 per share on at least ten trading days (which need not be consecutive) following April 4, 2013.
- F6Of these stock options, 100,000 options are fully vested, and 200,000 options will vest, subject to certain exceptions, in equal annual installments on the second and third anniversary of April 5, 2016.
- F7Pursuant 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.