SEC Form 4 · accession 0000950142-18-001231
HEMISPHERE MEDIA GROUP, INC. · HMTV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eric Louis Zinterhofer
Director
Period of report
May 22, 2018
Accepted (ET)
May 24, 2018 · 7:24 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 | May 22, 2018 | A | 8,439 | $0.00 | A | 8,439 | D | |
| CLASS A COMMON STOCK | May 22, 2018 | J | 8,439 | $0.00 | D | 0 | D | |
| CLASS A COMMON STOCKF3 | May 22, 2018 | J | 8,439 | $0.00 | A | 42,851 | I | by Searchlight Capital Partners, LP |
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 Mr. Zinterhofer 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 May 22, 2018, the date of grant. The restricted stock will vest on the day preceding the Company's 2019 annual meeting, subject to Mr. Zinterhofer's continued service as a director on such vesting date.
- F2All restricted shares referred to in the preceding note 1 were transferred by Mr. Zinterhofer and are owned by Searchlight Capital Partners, LP, a Delaware limited partnership ("SCP LP"). See Remarks below.
- F3The restricted shares are owned by SCP LP. Searchlight Capital Partners, LLC, a Delaware limited liability company ("SCP LLC"), is the general partner of SCP LP. Mr. Zinterhofer is a manager of SCP LLC. By reason of the provisions of Rule 16a-1, Mr. Zinterhofer and SCP LLC may be deemed to be the beneficial owners of the securities beneficially owned by SCP LP. Mr. Zinterhofer does not alone have dispositive or voting power with respect to any securities owned, directly or indirectly, by SCP LLC or by SCP LP. Mr. Zinterhofer and SCP LLC hereby disclaim beneficial ownership of all securities of the Company, except to the extent of any indirect pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Remarks
Mr. Zinterhofer, a manager of Searchlight II HMT GP, LLC ("SCP HMT GP"), a Delaware limited liability company and an affiliate of SCP LLC, serves on the board of directors of the Company. Mr. Zinterhofer 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.