4//SEC Filing
Gato Investments LP 4
Accession 0000899243-22-030908
CIK 0001567345other
Filed
Sep 12, 8:00 PM ET
Accepted
Sep 13, 3:33 PM ET
Size
11.7 KB
Accession
0000899243-22-030908
Insider Transaction Report
Form 4
HWK Parent, LLC
10% Owner
Transactions
- Disposition to Issuer
Class B Common Stock
2022-09-13−15,744,913→ 0 total(indirect: By LLC)→ Class A Common Stock (15,744,913 underlying)
Gemini Latin Holdings, LLC
10% Owner
Transactions
- Disposition to Issuer
Class B Common Stock
2022-09-13−15,744,913→ 0 total(indirect: By LLC)→ Class A Common Stock (15,744,913 underlying)
Gato Investments LP
10% Owner
Transactions
- Disposition to Issuer
Class B Common Stock
2022-09-13−15,744,913→ 0 total(indirect: By LLC)→ Class A Common Stock (15,744,913 underlying)
Footnotes (4)
- [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 ("Class B Common Stock"), 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 ("Class A Common Stock" and together with the Class B Common Stock, the "Hemisphere Common Stock"), and has no expiration date.
- [F2]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 Parent"), 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").
- [F3]In the Mergers, each share of the Hemisphere Common Stock issued and outstanding immediately prior to the effective time of the Mergers, 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, payable to the holder thereof, without interest, subject to and in accordance with the terms and conditions of the Merger Agreement. The 15,744,913 shares held by HWK Parent were excluded shares pursuant to the Merger Agreement and were cancelled for no consideration.
- [F4]These securities are owned directly by HWK Parent and indirectly by Gato Investments LP ("Gato Investments"), Gemini Latin Holdings, LLC (the "General Partner"), as general partner of Gato Investments, and Mr. Peter M. Kern, as the managing member of the General Partner. HWK Parent, the General Partner, Gato Investments, and Mr. Kern disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein.
Documents
Issuer
HEMISPHERE MEDIA GROUP, INC.
CIK 0001567345
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001687993
Filing Metadata
- Form type
- 4
- Filed
- Sep 12, 8:00 PM ET
- Accepted
- Sep 13, 3:33 PM ET
- Size
- 11.7 KB