SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

SCHEDULE 13D

(RULE 13D - 101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)

(Amendment No. 6)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

Jamie Nash, Esq.

Kleinberg, Kaplan, Wolff & Cohen, P.C.

551 Fifth Avenue, New York, New York 10176

 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [  ].

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned ("Amendment No. 6").  This Amendment No. 6 amends the Schedule 13D as specifically set forth herein.

ITEM 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated as follows:

A total of approximately $12,211,210 was paid to acquire the shares of Common Stock reported as beneficially owned by the Onshore Fund and the Offshore Master Fund. The funds used to purchase these shares were obtained from the general working capital of the Onshore Fund and the Offshore Master Fund and margin account borrowings made in the ordinary course of business, although the Reporting Persons cannot determine whether any funds allocated to purchase such securities were obtained from any margin account borrowings.

ITEM 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On June 8, 2016, the Reporting Persons and the Issuer entered into a Stock Repurchase & Lock-Up Agreement (the "Agreement") whereby, among other things, the Issuer agreed to repurchase from the Reporting Persons an aggregate of 2,800,000 shares of Common Stock at a purchase price per share of $10.50 as follows: (i) 578,057 shares of Common Stock from the Onshore Fund, (ii) 1,255,729 shares of Common Stock from the Offshore Fund, (iii) 834,922 shares of Common Stock from the Wavefront Fund, (iv) 75,601 shares of Common Stock from the Thebes Master Fund, and (v) 55,691 shares of Common Stock from the Separately Managed Account. In exchange, the Reporting Persons agreed, among other things, that up to and including the six (6) month anniversary of the date of the Agreement, the Reporting Persons will not (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or, transfer, distribute, or otherwise dispose of any shares of Common Stock to any person, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock (collectively, the  "Securities") or (ii) purchase or contract to purchase any shares of Common Stock or any Securities, in each case without the Issuer's prior written consent (the "Lock-up"). The Lock-up also contains restrictions on hedging activities by the Reporting Persons such that the Reporting Persons are precluded from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of Common Stock even if such Common Stock would be disposed of by someone other than the Reporting Persons. The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

ITEM 5.

Interest in Securities of the Issuer.

Item 5(a) is hereby amended and restated to read as follows:

As of the date hereof, the Onshore Fund owned directly 626,292 shares of Common Stock and the Offshore Master Fund owned directly 618,887 shares of Common Stock, constituting approximately 5.1% and 5.0% respectively, of the outstanding shares of Common Stock.

The Offshore Feeder Fund, as the owner of a controlling interest in the Offshore Master Fund, may be deemed to have beneficially owned the 618,887 shares of Common Stock owned directly by the Offshore Master Fund, constituting approximately 5.0% of the outstanding shares of Common Stock

LCG Holdings, as the general partner of the Onshore Fund and the Offshore Master Fund, may be deemed to have beneficially owned the 1,245,179 shares of Common Stock owned in the aggregate by the Onshore Fund and the Offshore Master Fund, constituting approximately 10.1% of the outstanding shares of Common Stock.

Luxor Capital Group, as the investment manager of the Luxor Funds, may be deemed to have beneficially owned 1,245,179 shares of Common Stock, constituting approximately 10.1% of the outstanding shares of Common Stock.

Luxor Management, as the general partner of Luxor Capital Group, may be deemed to have beneficially owned the 1,245,179 shares of Common Stock beneficially owned by Luxor Capital Group, constituting approximately 10.1% of the outstanding shares of Common Stock.

Mr. Leone, as the managing member of Luxor Management, may be deemed to have beneficially owned the 1,245,179 shares of Common Stock beneficially owned by Luxor Management, constituting approximately 10.1% of the outstanding shares of Common Stock.

As of the date hereof, none of the Wavefront Fund, the Thebes Master Fund or the Separately Managed Account beneficially owns any Common Stock.

Item 5(c) is hereby amended to add the following:

ITEM 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On June 8, 2016, the Reporting Persons entered into the Agreement which, as defined and described in Item 4 above, is incorporated by reference into this Item 6 and attached as Exhibit 99.1 hereto.

ITEM 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1.

Stock Repurchase & Lock-Up Agreement, dated as of June 8, 2016, by and among Hemisphere Media Group, Inc. and Luxor Capital Group, LP.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated:  June 10, 2016

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