SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Zinterhofer Eric Louis

(Last)

(First)

(Middle)

745 FIFTH AVENUE, 27TH FLOOR

(Street)

NEW YORK

10151

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HEMISPHERE MEDIA GROUP, INC. [ HMTV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
CLASS A COMMON STOCK	05/12/2022		A		14,993⁽¹⁾⁽²⁾⁽³⁾	A	$0	14,993	D
CLASS A COMMON STOCK	05/12/2022		J⁽⁴⁾		14,993⁽¹⁾⁽²⁾⁽³⁾	D	$0	0	D
CLASS A COMMON STOCK	05/12/2022		J⁽⁴⁾		14,993⁽¹⁾⁽²⁾⁽³⁾	A	$0	117,283⁽⁵⁾	I	by Searchlight Capital Partners, LP⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents 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 12, 2022 (the "Date of Grant"). The restricted stock will vest on the day preceding the Company's 2023 annual meeting, subject to Mr. Zinterhofer's continued service as a director on such vesting date; provided, however, that in accordance with the terms of that certain Agreement and Plan of Merger (the "Merger Agreement") filed by the Company on its Current Report on Form 8-K filed with the SEC on May 9, 2022, the restricted stock shall vest at the Effective Time (as defined in the Merger Agreement) of the Company (Cont'd in FN2)

2. (Cont'd from FN1) Merger (as defined in the Merger Agreement) solely on a pro-rated basis and be treated in accordance with Section 3.05(b) of the Merger Agreement in the event the Merger Agreement and the transactions contemplated thereby, including the Mergers (as defined in the Merger Agreement) are approved and adopted by the stockholders of the Company, and any remaining shares of restricted stock (after taking into account such pro-rated vesting) shall be cancelled and terminated at the Effective Time without payment therefor. For purposes of the immediately preceding sentence, proration shall be calculated by multiplying the number of shares of restricted stock at the Effective Time by a fraction (x) the numerator of which is the number of days that have elapsed during the period that begins on the Date of Grant and ends on the Closing Date (as defined in the Merger Agreement) and (y) the denominator of which is 365. If the foregoing (Cont'd in FN3)

3. (Cont'd from FN2) formula results in vesting of a fractional share, the number of shares that vest on a pro-rated basis shall be rounded down to the nearest whole share.

4. All 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.

5. Such amount may be reduced at the Effective Time in accordance with note 1 above.

6. The 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, and Amendment No. 2, dated as of June 9, 2019, 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.

	/s/ Craig D. Fischer, Attorney-in-fact	05/16/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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