0001104659-22-099686.txt : 20220913
0001104659-22-099686.hdr.sgml : 20220913
20220913164924
ACCESSION NUMBER: 0001104659-22-099686
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: Garcia John Anthony
CENTRAL INDEX KEY: 0001890788
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35886
FILM NUMBER: 221241274
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
tm2225584-15_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2022-09-13
1
0001567345
HEMISPHERE MEDIA GROUP, INC.
HMTV
0001890788
Garcia John Anthony
C/O HEMISPHERE MEDIA GROUP, INC.
4000 PONCE DE LEON BLVD., SUITE 650
CORAL GABLES
FL
33146
0
1
0
0
EVP, Sales & Revenue
Class A Common Stock
2022-09-13
4
D
0
20000
7.00
D
0
D
Employee Stock Option (Right to Buy)
10.35
2022-09-13
4
D
0
20000
0.00
D
2031-11-18
Class A Common Stock
20000
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.
These employee stock options were to vest, subject to certain exceptions, in equal annual installments on each of the first three anniversaries of December 31, 2021.
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.
/s/ Craig D. Fischer, Attorney-in-Fact
2022-09-13