0000950142-16-004627.txt : 20161025
0000950142-16-004627.hdr.sgml : 20161025
20161025171138
ACCESSION NUMBER: 0000950142-16-004627
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20161021
FILED AS OF DATE: 20161025
DATE AS OF CHANGE: 20161025
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hindery Leo J. Jr.
CENTRAL INDEX KEY: 0001573405
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35886
FILM NUMBER: 161950983
MAIL ADDRESS:
STREET 1: C/O HMG, INC., C/O CINE LATINO, INC.
STREET 2: 2000 PONCE DE LEON BLVD, SUITE 500
CITY: CORAL GABLES
STATE: FL
ZIP: 33134
4
1
es1601080_4-hindery.xml
OWNERSHIP DOCUMENT
X0306
4
2016-10-21
0
0001567345
HEMISPHERE MEDIA GROUP, INC.
HMTV
0001573405
Hindery Leo J. Jr.
C/O HEMISPHERE MEDIA GROUP, INC.
4000 PONCE DE LEON BLVD, SUITE 650
CORAL GABLES
FL
33146
1
0
0
0
Class A Common Stock
2016-10-21
4
C
0
9226420
0
A
9226420
I
By Intermedia Partners VII, L.P.
Class A Common Stock
2016-10-21
4
J
0
8807037
0
D
419383
I
By Intermedia Partners VII, L.P.
Class A Common Stock
32516
D
Warrants (Right to Purchase)
6
2016-10-21
4
J
0
700522
0
D
2013-04-04
2018-04-04
Class A Common Stock
350261
744198
I
By Intermedia Partners VII, L.P.
Warrants (Right to Purchase)
6
2016-10-21
4
S
0
744198
D
2013-04-04
2018-04-04
Class A Common Stock
372099
0
I
By Intermedia Partners VII, L.P.
Warrants (Right to Purchase)
6
2016-10-21
4
S
0
422092
D
2013-04-04
2018-04-04
Class A Common Stock
211046
0
I
By Intermedia Cine Latino, LLC
Class B Common Stock
2016-10-21
4
C
0
9226420
0
D
Class A Common Stock
9226420
11206042
I
By Intermedia Partners VII, L.P.
Class B Common Stock
2016-10-21
4
J
0
680952
0
D
Class A Common Stock
680952
10525090
I
By Intermedia Partners VII, L.P.
Class B Common Stock
2016-10-21
4
S
0
10525090
D
Class A Common Stock
10525090
0
I
By Intermedia Partners VII, L.P.
Class B Common Stock
2016-10-21
4
S
0
5969581
D
Class A Common Stock
5969581
0
I
By Intermedia Cine Latino, LLC
In accordance with the terms of Hemisphere Media Group, Inc.'s (the "Company") amended and restated certificate of incorporation, each share of the Class B common stock, par value $0.0001 per share ("Class B common stock"), of the Company 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 Class A common stock, par value $0.0001 per share ("Class A common stock"), and has no expiration date.
The reported securities have been converted into shares of the Company's Class A common stock prior to being distributed to the limited partners of InterMedia Partners VII, L.P. ("IM").
The reported securities are owned directly by IM, and indirectly by InterMedia Partners, L.P. ("GP"), as general partner of IM, Leo Hindery, Jr., as manager of GP, and Peter M. Kern, as manager of GP. GP, as well as Messrs. Hindery and Kern disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
The reported securities have been distributed by IM to certain of its limited partners.
The reported securities are subject to forfeiture pursuant to the Equity Restructuring Agreement (as defined below) unless the closing sale price of Class A common stock equals or exceeds $15.00 per share for any 20 trading days within at least one 30-trading day period before April 4, 2018 (the "Vesting Condition"). The reported securities have been retained by IM and will distributed on a pro rata basis to certain limited partners upon the satisfaction of the Vesting Condition.
Pursuant to the terms of the warrant agreement, as amended by the Assignment, Assumption and Amendment of Warrant Agreement, a form of which was filed with the Securities and Exchange Commission as Annex B to the Company's Amendment No. 3 to its Registration Statement on Form S-4 filed on March 15, 2013, as subsequently amended, the warrants will expire on April 4, 2018 unless the Company is liquidated prior to such time.
Of the reported securities disposed, Mr. Hindery held a pecuniary interest in an aggregate of 663,638 shares of Class B common stock and 46,924 warrants to purchase 23,462 shares of Class A common stock.
Pursuant to a stock purchase agreement, dated as of September 6, 2016, by and among Gato Investments LP (the "Investor"), IM and InterMedia Cine Latino, LLC ("IM Cine") (the "Stock Purchase Agreement"), the Investor purchased the reported securities at a price of $9.75 per allocable "Security." "Security" means (A) one share of Class B common stock that is not subject to any type of forfeiture, (B) 0.047619 shares of Class B common stock subject to forfeiture pursuant to the Equity Restructuring and Warrant Purchase Agreement (the "Equity Restructuring Agreement"), dated as of January 22, 2013, by and among Azteca Acquisition Corporation, HMG, Azteca Acquisition Holdings, LLC, Brener International Group, LLC, IMP, IM Cine, Cinema Aeropuerto, S.A de C.V and the other parties identified therein and (C) 0.074074 warrants to purchase 0.037037 shares of Class A common stock.
/s/ Leo J. Hindery, Jr.
2016-10-25