SEC Form 4 · accession 0000950142-18-000837
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
Apr 4, 2018
Accepted (ET)
Apr 6, 2018 · 5:15 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 | Apr 4, 2018 | D | 419,383 | $0.00 | D | 0 | I | By Intermedia Partners VII, L.P. |
| Class A Common Stock | holding | — | — | — | 124,570 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF4,F3 | — | Apr 4, 2018 | D | 30,952 | D | — | — | Class A Common Stock | 30,952 | 650,000 | D |
| Class B Common StockF4,F5,F3 | — | Apr 4, 2018 | D | 749,758 | D | — | — | Class A Common Stock | 749,758 | 15,744,913 | I |
Explanation of responses
- F1Represents the forfeiture of shares of Class A Common Stock to Hemisphere Media Group, Inc. (the "Company") pursuant to the terms of the Equity Restructuring and Warrant Purchase Agreement (the "Equity Restructuring and Warrant Purchase Agreement"), dated as of January 22, 2013, by and among 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., the Company and the other parties identified therein, whereby the closing sales price of the Class A Common Stock did not equal or exceed $15.00 per share for any 20 trading days within at least one 30-trading day period within 60 months of April 4, 2013.
- F2The reported securities were 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.
- F3In accordance with the terms of the amended and restated certificate of incorporation of the Company, each share of the Company's Class B common stock, par value $0.0001 per share, 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 and has no expiration date.
- F4Represents the forfeiture of shares of Class B Common Stock to the Company pursuant to the terms of the Equity Restructuring and Warrant Purchase Agreement, whereby the closing sales price of the Class A Common Stock did not equal or exceed $15.00 per share for any 20 trading days within at least one 30-trading day period within 60 months of April 4, 2013.
- F5The reported securities are owned directly by Gato Investments LP ("Gato Investments"), and indirectly by Gemini Latin Holdings, LLC (the "General Partner"), as general partner of Gato Investments, and Mr. 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.