0001104659-22-099675.txt : 20220913 0001104659-22-099675.hdr.sgml : 20220913 20220913164209 ACCESSION NUMBER: 0001104659-22-099675 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: Silverstein Monica B. CENTRAL INDEX KEY: 0001850864 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35886 FILM NUMBER: 221241211 MAIL ADDRESS: STREET 1: C/O HEMISPHERE MEDIA GROUP, INC. STREET 2: 4000 PONCE DE LEON BLVD., SUITE 650 CITY: CORAL GABLES STATE: FL ZIP: 33146 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 tm2225584-12_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-09-13 1 0001567345 HEMISPHERE MEDIA GROUP, INC. HMTV 0001850864 Silverstein Monica B. C/O HEMISPHERE MEDIA GROUP, INC. 4000 PONCE DE LEON BLVD., SUITE 650 CORAL GABLES FL 33146 0 1 0 0 Chief Human Resources Officer Employee Stock Option (Right to Buy) 13.53 2022-09-13 4 D 0 15000 0.00 D 2031-03-09 Class A Common Stock 15000 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"). Represents options to purchase shares of the Issuer's Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), granted pursuant to the Hemisphere Media Group, Inc. Amended and Restated 2013 Equity Incentive Plan. Of these employee stock options, 5,000 options had previously vested and 10,000 options were to vest in equal annual installments on March 15, 2023 and March 15, 2024. In the Mergers, each employee stock option to buy shares of the Class A 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 Class A Common Stock subject to such Hemisphere Option immediately prior to the effective time of the Mergers (the "Effective Time") by (b) the excess, if any, of $7.00 per share of the Issuer's common stock (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. /s/ Craig D. Fischer, Attorney-in-Fact 2022-09-13