SEC Form 4 · accession 0001140361-18-017675
HEMISPHERE MEDIA GROUP, INC. · HMTV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Period of report
Apr 4, 2018
Accepted (ET)
Apr 6, 2018 · 5:02 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 StockF1,F2,F3 | $0.00 | Apr 4, 2018 | J | 271,345 | D | — | — | Class A Common Stock | 271,345 | 2,725,654 | I |
Explanation of responses
- F1The Reporting Person is a trust organized under the laws of Mexico. The Reporting Person, directly and indirectly, owns a 98.06% interest in Grupo MVS, S.A. de C.V. ("Grupo MVS"), which is the controlling entity of UTRERA, S.A.P.I. de C.V. (formerly Grupo Frecuencia Modulada Television, S.A. de C.V.) ("Utrera"). Utrera is the controlling entity of Cinema Aeropuerto, S.A. de C.V. ("Cinema Aeropuerto"), which directly holds the securities reported on this form.
- F2The Class B common stock disposed of pursuant to the reported transaction was forfeited pursuant to the Equity Restructuring and Warrant Purchase Agreement, dated as of January 22, 2013, by and among the Issuer, Azteca Acquisition Corporation, Azteca Acquisition Holdings, LLC, Brener International Group, LLC, InterMedia Partners VII, L.P., Intermedia Cinelatino, LLC, Cinema Aeropuerto, S.A de C.V and the other parties identified therein, which provides for the forfeiture of such Class B common stock on April 4, 2018 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.
- F3In accordance with the terms of the Issuer's amended and restated certificate of incorporation, each share of the Issuer's Class B common stock, par value $0.0001 per share, beneficially owned by the Reporting Person following the reported transaction 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.
- F4In addition, 422,092 warrants ("Warrants") indirectly owned by the Reporting Person expired on April 4, 2018. The Warrants were exercisable at $12.00 per share for 211,046 shares of Class A common stock upon conversion. The Warrants expired pursuant 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 Amendment No. 3 to the Issuer's Registration Statement on Form S-4 filed on March 15, 2013, as subsequently amended, which provided for the expiration of the Warrants on April 4, 2018 unless the Issuer was liquidated prior to such time.