0001104659-22-099641.txt : 20220913 0001104659-22-099641.hdr.sgml : 20220913 20220913162204 ACCESSION NUMBER: 0001104659-22-099641 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: Fischer Craig D. CENTRAL INDEX KEY: 0001573404 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35886 FILM NUMBER: 221240980 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 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 tm2225584-3_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-09-13 1 0001567345 HEMISPHERE MEDIA GROUP, INC. HMTV 0001573404 Fischer Craig D. C/O HEMISPHERE MEDIA GROUP, INC. 4000 PONCE DE LEON BLVD., SUITE 650 CORAL GABLES FL 33146 0 1 0 0 Chief Financial Officer Class A Common Stock 2022-09-13 4 D 0 326473 7.00 D 0 D Employee Stock Option (Right to Buy) 10.20 2022-09-13 4 D 0 300000 0.00 D 2023-04-09 Class A Common Stock 300000 0 D Employee Stock Option (Right to Buy) 11.90 2022-09-13 4 D 0 150000 0.00 D 2026-11-10 Class A Common Stock 150000 0 D Employee Stock Option (Right to Buy) 12.06 2022-09-13 4 D 0 225000 0.00 D 2029-08-13 Class A Common Stock 225000 0 D 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 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 Issuer's Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), and Class B Common Stock, par value $0.0001 per share ("Class B Common Stock" and together with the Class A Common Stock, the "Hemisphere Common Stock"), issued and outstanding immediately prior to the effective time of the Mergers (the "Effective Time"), 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 (the "Merger Consideration"), payable to the holder thereof, without interest, subject to and in accordance with the terms and conditions of the Merger Agreement. Represents options to purchase shares of Class A Common Stock granted pursuant to the Hemisphere Media Group, Inc. Amended and Restated 2013 Equity Incentive Plan. Of these stock options, 215,000 options had previously vested and 25,000 options were to vest upon the fair market value of the Class A Common Stock price reaching or exceeding $15.00 per share on at least ten trading days (which need not be consecutive) following April 5, 2016. In the Mergers, each employee stock option to buy shares of Hemisphere Common Stock (the "Hemisphere Options"), whether vested or unvested, was, by virtue of the Mergers, cancelled and converted into the right to receive an amount in cash, without interest and less any applicable withholding taxes, equal to the product obtained by multiplying (a) the aggregate number of shares of Hemisphere Common Stock subject to such Hemisphere Option immediately prior to the Effective Time by (b) the excess, if any, of the Merger Consideration over the exercise price per share of such Hemisphere Option, provided, that any Hemisphere Option with an exercise price per share that is equal to or greater than the Merger Consideration was automatically canceled at the Effective Time without payment of any consideration. Because the exercise prices of all of the Reporting Person's outstanding employee stock options were above $7.00, all of the Reporting Person's outstanding employee stock options were automatically canceled at the Effective Time. These employee stock options vested in equal annual installments on each of the first three anniversaries of April 5, 2016. These employee stock options vested in equal annual installments on each of the first three anniversaries of April 5, 2019. /s/ Craig D. Fischer 2022-09-13