SEC Form 4 · accession 0001144204-18-019699
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 9, 2018 · 6:12 am 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 | 104,000 | $0.00 | D | 1,312,848 | I | By: Azteca Acquisition Holdings, LLC |
| CLASS A COMMON STOCKF3 | holding | — | — | — | 32,516 | D | ||
| CLASS A COMMON STOCKF4 | holding | — | — | — | 7,500 | I | By: Brener International Group, LLC | |
| CLASS A COMMON STOCKF5 | holding | — | — | — | 400 | I | BY CHILDREN |
Table II — derivative securities
No Table II lines on this filing.
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, dated as of January 22, 2013, by and among Azteca Acquisition Holdings, LLC ("Azteca Holdings"), 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 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.
- F3Does not include 1,320,748 shares of Class A Common Stock that may be deemed to be indirectly held by Mr. Brener, which consists of shares directly held by Azteca Holdings, Brener International Group, LLC ("BIG"), and Mr. Brener's children, as reported herein. In addition, 2,022,222 warrants directly held by BIG, which were exercisable at $12.00 per share for 1,011,111 shares of Class A Common Stock upon conversion, expired on April 4, 2018.
- F4The 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.
- F5Mr. Brener disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
Remarks
This Form 4 is filed jointly by Mr. Brener and Azteca Holdings, and constitutes an exit filing for them, as they no longer hold more than 10% of a registered class of equity securities of the Company, and as such, are no longer subject to Section 16 under the Securities Exchange Act of 1934, as amended.