SEC Form 4 · accession 0001144204-15-030250
HEMISPHERE MEDIA GROUP, INC. · HMTV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Gabriel Brener
Director · 10% Owner
Azteca Acquisition Holdings, LLC
Director · 10% Owner
Period of report
May 13, 2015
Accepted (ET)
May 13, 2015 · 5:28 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 StockF2,F3 | May 13, 2015 | J | 140,000 | $11.28 | D | 1,732,000 | I | By: Azteca Acquisition Holdings, LLC |
| Class A Common StockF4 | holding | — | — | — | 15,486 | D | ||
| Class A Common StockF5 | holding | — | — | — | 7,500 | I | By: Brener International Group, LLC | |
| Class A Common StockF6 | holding | — | — | — | 400 | I | By: Children |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On May 13, 2015, Azteca Acquisition Holdings, LLC ("Azteca Holdings") sold 140,000 shares of Class A Common Stock, at a price of $11.28 per share, in a registered underwritten secondary public offering (the "Offering") by certain selling stockholders of Hemisphere Media Group, Inc. (the "Company"). The sale was made pursuant to an Underwriting Agreement, dated May 7, 2015, among the Company, certain stockholders of the Company, including Azteca Holdings, and RBC Capital Markets, LLC, as representative of the several underwriters named in Schedule II thereto. A registration statement relating to the Offering has been filed with, and was declared effective on May 7, 2015 by, the U.S. Securities and Exchange Commission (the "SEC").
- F2Includes (a) 315,152 and (b) 104,000 shares of Class A Common Stock, subject to forfeiture in the event the closing sales price of the Class A Common Stock does not equal or exceed $15.00 per share for any 20 trading days within at least one 30-trading day period within 36 and 60 months, respectively, of April 4, 2013.
- F3The reported securities are directly held by Azteca Holdings, and may be deemed to be indirectly held by Mr. Brener through his membership interest in Azteca Holdings. Mr. Brener disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
- F4Does not include 2,751,011 shares of Class A Common Stock that may be deemed to be indirectly held by Mr. Brener, which consists of (a) shares directly held by Azteca Holdings, Brener International Group, LLC ("BIG"), and Mr. Brener's children, as reported herein, and (b) 1,011,111 shares of Class A Common Stock issuable upon the exercise of warrants of the Company directly held by BIG, as previously reported on Mr. Brener's Form 3 filed with the SEC on April 4, 2013.
- F5The reported securities are directly held by BIG, and may be deemed to be indirectly held by Mr. Brener as the manager of BIG, which is manager managed. Mr. Brener disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
- F6Mr. Brener disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
Remarks
This report is filed jointly by Mr. Brener and Azteca Holdings, both of whom are 10% owners of the Company's Class A Common Stock. Azteca Holdings also may be deemed a director by virtue of its right to nominate (i) one Class I representative to serve on the Company's board of directors (the "Board") and (ii) one Class II representative to serve on the Board. Mr. Brener currently serves as Azteca Holdings' Class I representative on the Board and John Engelman currently serves as Azteca Holdings' Class II representative on the Board.