SEC Form 4 · accession 0000950142-18-000839
HEMISPHERE MEDIA GROUP, INC. · HMTV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Apr 4, 2018
Accepted (ET)
Apr 6, 2018 · 5:16 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001567345
Table I — non-derivative securities
No Table I lines on this filing.
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 StockF2,F3,F1 | — | Apr 4, 2018 | D | 749,758 | D | — | — | Class A Common Stock | 749,758 | 15,744,913 | I |
Explanation of responses
- F1In accordance with the terms of the amended and restated certificate of incorporation of Hemisphere Media Group, Inc. (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, par value $0.0001 per share ("Class A Common Stock"), and has no expiration date.
- F2Represents the forfeiture of shares of Class B Common Stock to the Company pursuant to the terms of 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., 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.
- F3The reported securities are owned directly by Gato Investments LP (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 and Mr. Kern disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
Remarks
This report is filed jointly by the Investor and the General Partner, each of whom are 10% owners. Mr. Kern will file a separate report dated the date hereof in connection with the transaction subject to this report.