Securities and Exchange Commission

Washington, D.C. 20549

SCHEDULE 13D

Hemisphere Media Group, Inc.

 

 

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1	NAMES OF REPORTING PERSONS:
	Cinema Aeropuerto, S.A. de C.V.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS:
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E).				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Mexico
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			3,208,045(1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			3,208,045(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
	3,208,045(1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	13.8% (See Item 5 for calculation of outstanding shares.)
14	TYPE OF REPORTING PERSON:
	CO

 

(1)

These shares of Class A Common Stock are comprised of 2,996,999 shares of Issuer's Class B common stock, convertible at any time at the option of the holder thereof, into an equal number of fully paid and non-assessable shares of Issuer's Class A Common Stock and 211,046 shares of Issuer's Class A Common Stock issuable upon the exercise of warrants.

 

 

1	NAMES OF REPORTING PERSONS:
	UTRERA, S.A.P.I. de C.V. (formerly Grupo Frecuencia Modulada Televisión, S.A. de C.V.)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS:
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E).				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Mexico
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			3,208,045(1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			3,208,045(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
	3,208,045(1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	13.8% (See Item 5 for calculation of outstanding shares.)
14	TYPE OF REPORTING PERSON:
	CO

 

 

1	NAMES OF REPORTING PERSONS:
	Grupo MVS, S.A. de C.V.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS:
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E).				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Mexico
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			3,208,045(1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			3,208,045(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
	3,208,045
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	13.8% (See Item 5 for calculation of outstanding shares.)
14	TYPE OF REPORTING PERSON:
	CO

 

 

1	NAMES OF REPORTING PERSONS:
	HSBC Trust Agreement Number 61549
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS:
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E).				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Mexico
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
	0)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0 (See Item 5 for calculation of outstanding shares.)
14	TYPE OF REPORTING PERSON:
	OO

 

 

1	NAMES OF REPORTING PERSONS:
	SANTANDER Trust Agreement Number 2003914
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS:
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E).				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Mexico
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			3,208,045(1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			3,208,045(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
	3,208,045(1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	13.8% (See Item 5 for calculation of outstanding shares.)
14	TYPE OF REPORTING PERSON:
	OO

 

 

Item 2.

Identity and Background

(a)  This statement is being filed by the Reporting Persons.

(b)  The address of Cinema Aeropuerto, Utrera, and Grupo MVS is Boulevard Manuel Ávila Camacho 147, Chapultepec Morales, Ciudad de México, D.F. 11510. The address of HSBC is Avenida Paseo de la Reforma #347, 3er piso Colonia Cuauhtémoc, Mexico 06500. The address of the Trust is Vasco de Quiroga # 3900, Torre B, Piso 2, Lomas de Santa Fe.

Item 5.

Interest in Securities of the Issuer

Item 7

Material to be Filed as Exhibits

Exhibit 1

Joint Filing Agreement

 

 

 

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EXHIBIT 1

JOINT FILING AGREEMENT

Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this Agreement is attached as an Exhibit (the “Schedule 13D”), and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned.  This Agreement may be executed in one or more counterparts.

Date:    March 23, 2018

 

 

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