0000899243-22-030908.txt : 20220913 0000899243-22-030908.hdr.sgml : 20220913 20220913153346 ACCESSION NUMBER: 0000899243-22-030908 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220913 FILED AS OF DATE: 20220913 DATE AS OF CHANGE: 20220913 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gato Investments LP CENTRAL INDEX KEY: 0001687993 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35886 FILM NUMBER: 221240638 BUSINESS ADDRESS: STREET 1: 405 LEXINGTON AVE STREET 2: 48TH FL CITY: NEW YORK STATE: NY ZIP: 10151 BUSINESS PHONE: 212-503-2850 MAIL ADDRESS: STREET 1: 405 LEXINGTON AVE STREET 2: 48TH FL CITY: NEW YORK STATE: NY ZIP: 10151 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HWK Parent, LLC CENTRAL INDEX KEY: 0001945020 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35886 FILM NUMBER: 221240637 BUSINESS ADDRESS: STREET 1: C/O INTERMEDIA ADVISORS, LLC STREET 2: 228 PARK AVENUE SOUTH, PMB 67521 CITY: NEW YORK STATE: NY ZIP: 10003-1502 BUSINESS PHONE: (212) 503-2850 MAIL ADDRESS: STREET 1: C/O INTERMEDIA ADVISORS, LLC STREET 2: 228 PARK AVENUE SOUTH, PMB 67521 CITY: NEW YORK STATE: NY ZIP: 10003-1502 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gemini Latin Holdings, LLC CENTRAL INDEX KEY: 0001688161 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35886 FILM NUMBER: 221240639 BUSINESS ADDRESS: STREET 1: 405 LEXINGTON AVENUE, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10174 BUSINESS PHONE: 212-503-2850 MAIL ADDRESS: STREET 1: 405 LEXINGTON AVENUE, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10174 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HEMISPHERE MEDIA GROUP, INC. CENTRAL INDEX KEY: 0001567345 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 800885255 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4000 PONCE DE LEON BLVD., SUITE 650 CITY: CORAL GABLES STATE: FL ZIP: 33146 BUSINESS PHONE: 305-421-6364 MAIL ADDRESS: STREET 1: 4000 PONCE DE LEON BLVD., SUITE 650 CITY: CORAL GABLES STATE: FL ZIP: 33146 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-09-13 1 0001567345 HEMISPHERE MEDIA GROUP, INC. HMTV 0001688161 Gemini Latin Holdings, LLC C/O INTERMEDIA PARTNERS, L.P. 228 PARK AVENUE SOUTH, PMB 67521 NEW YORK NY 10003 0 0 1 0 0001687993 Gato Investments LP C/O INTERMEDIA PARTNERS, L.P. 228 PARK AVENUE SOUTH, PMB 67521 NEW YORK NY 10003 0 0 1 0 0001945020 HWK Parent, LLC C/O INTERMEDIA PARTNERS, L.P. 228 PARK AVENUE SOUTH, PMB 67521 NEW YORK NY 10003 0 0 1 0 Class B Common Stock 2022-09-13 4 D 0 15744913 0.00 D Class A Common Stock 15744913 0 I By HWK Parent, LLC In accordance with the terms of the amended and restated certificate of incorporation of the Issuer, each share of the Issuer's Class B common stock, par value $0.0001 per share ("Class B Common Stock"), 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 the Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock" and together with the Class B Common Stock, the "Hemisphere Common Stock"), and has no expiration date. Under the Agreement and Plan of Merger, dated as of May 9, 2022 (the "Merger Agreement"), by and among the Issuer, Hemisphere Media Holdings, LLC ("Holdings LLC"), HWK Parent, LLC ("HWK Parent"), HWK Merger Sub 1, Inc. ("Merger Sub 1"), and HWK Merger Sub 2, LLC ("Merger Sub 2"), (a) Merger Sub 1 merged with and into the Issuer, with the Issuer surviving as the surviving corporation (the "Merger") and (b) substantially simultaneously with the Merger, Merger Sub 2 merged with and into Holdings LLC, with Holdings LLC surviving as the surviving company (together with the Merger, the "Mergers"). In the Mergers, each share of the Hemisphere Common Stock issued and outstanding immediately prior to the effective time of the Mergers, other than certain excluded shares pursuant to the terms of the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $7.00 per share of Hemisphere Common Stock, payable to the holder thereof, without interest, subject to and in accordance with the terms and conditions of the Merger Agreement. The 15,744,913 shares held by HWK Parent were excluded shares pursuant to the Merger Agreement and were cancelled for no consideration. These securities are owned directly by HWK Parent and indirectly by Gato Investments LP ("Gato Investments"), Gemini Latin Holdings, LLC (the "General Partner"), as general partner of Gato Investments, and Mr. Peter M. Kern, as the managing member of the General Partner. HWK Parent, the General Partner, Gato Investments, and Mr. Kern disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein. This report is filed jointly by Gato Investments, the General Partner and HWK Parent, each of whom are 10% owners. Mr. Kern will file a separate report in connection with the transaction subject to this report. Gemini Latin Holdings, LLC, /s/ Peter Kern, Managing Member 2022-09-13 Gato Investments LP, By: Gemini Latin Holdings, LLC, its general partner, /s/ Peter Kern, Managing Member 2022-09-13 HWK Parent, LLC, /s/ Adam Reiss, Vice President 2022-09-13