HWK Parent, LLC 3
3 · HEMISPHERE MEDIA GROUP, INC. · Filed Sep 13, 2022
Insider Transaction Report
Form 3
HWK Parent, LLC
10% Owner
Holdings
Class B Common Stock
→ Class A Common Stock (15,744,913 underlying)
Footnotes (2)
- [F1]In accordance with the terms of the amended and restated certificate of incorporation of the Issuer, each share of the Issuer's Class B common stock, par value $0.0001 per share, 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 the Issuer's Class A common stock, par value $0.0001 per share, and has no expiration date.
- [F2]In connection with the Agreement and Plan of Merger, dated as of May 9, 2022, by and among the Issuer, Hemisphere Media Holdings, LLC, HWK Parent, LLC ("HWK Parent"), a wholly owned subsidiary of Gato Investments LP ("Gato Investments"), HWK Merger Sub 1, Inc., and HWK Merger Sub 2, LLC, these securities were transferred by Gato Investments to HWK Parent (the "Transfer"). Following the Transfer, HWK Parent, Gato Investments and Gemini Latin Holdings, LLC intend to jointly file Section 16 reports with respect to these securities.