Earnings Feed
Start Free
Home/Filings/4/0000950142-16-004628
4//SEC Filing

HEMISPHERE MEDIA GROUP, INC. 4

Accession 0000950142-16-004628

CIK 0001567345operating
View on SEC.govCompany Profile

Filed

Oct 24, 8:00 PM ET

Accepted

Oct 25, 5:12 PM ET

Size

29.2 KB

Accession

0000950142-16-004628

Insider Transaction Report

Form 4
Period: 2016-10-21
HEMISPHERE MEDIA GROUP, INC.HMTV
InterMedia Partners VII LP
Director10% Owner
Transactions
  • Conversion

    Class B Common Stock

    2016-10-21−9,226,420→ 0 total
    → Class A Common Stock (9,226,420 underlying)
  • Conversion

    Class A Common Stock

    2016-10-21+9,226,420→ 9,226,420 total
  • Other

    Class B Common Stock

    2016-10-21−680,952→ 9,226,420 total
    → Class A Common Stock (680,952 underlying)
  • Other

    Class A Common Stock

    2016-10-21−8,807,037→ 419,383 total
  • Sale

    Class B Common Stock

    2016-10-21−5,969,581→ 0 total(indirect: By LLC)
    → Class A Common Stock (5,969,581 underlying)
  • Sale

    Class B Common Stock

    2016-10-21−10,525,090→ 9,907,372 total
    → Class A Common Stock (10,525,090 underlying)
  • Sale

    Warrants (Right to Purchase)

    2016-10-21−422,092→ 0 total(indirect: By LLC)
    Exercise: $6.00From: 2013-04-04Exp: 2018-04-04→ Class A Common Stock (211,046 underlying)
  • Sale

    Warrants (Right to Purchase)

    2016-10-21−744,198→ 700,522 total
    Exercise: $6.00From: 2013-04-04Exp: 2018-04-04→ Class A Common Stock (372,099 underlying)
  • Other

    Warrants (Right to Purchase)

    2016-10-21−700,522→ 0 total
    Exercise: $6.00From: 2013-04-04Exp: 2018-04-04→ Class A Common Stock (350,261 underlying)
InterMedia Cine Latino, LLC
10% Owner
Transactions
  • Sale

    Class B Common Stock

    2016-10-21−5,969,581→ 0 total(indirect: By LLC)
    → Class A Common Stock (5,969,581 underlying)
  • Sale

    Warrants (Right to Purchase)

    2016-10-21−744,198→ 700,522 total
    Exercise: $6.00From: 2013-04-04Exp: 2018-04-04→ Class A Common Stock (372,099 underlying)
  • Other

    Warrants (Right to Purchase)

    2016-10-21−700,522→ 0 total
    Exercise: $6.00From: 2013-04-04Exp: 2018-04-04→ Class A Common Stock (350,261 underlying)
  • Sale

    Class B Common Stock

    2016-10-21−10,525,090→ 9,907,372 total
    → Class A Common Stock (10,525,090 underlying)
  • Other

    Class A Common Stock

    2016-10-21−8,807,037→ 419,383 total
  • Sale

    Warrants (Right to Purchase)

    2016-10-21−422,092→ 0 total(indirect: By LLC)
    Exercise: $6.00From: 2013-04-04Exp: 2018-04-04→ Class A Common Stock (211,046 underlying)
  • Other

    Class B Common Stock

    2016-10-21−680,952→ 9,226,420 total
    → Class A Common Stock (680,952 underlying)
  • Conversion

    Class B Common Stock

    2016-10-21−9,226,420→ 0 total
    → Class A Common Stock (9,226,420 underlying)
  • Conversion

    Class A Common Stock

    2016-10-21+9,226,420→ 9,226,420 total
InterMedia Partners, L.P.
Director10% Owner
Transactions
  • Other

    Class A Common Stock

    2016-10-21−8,807,037→ 419,383 total
  • Sale

    Class B Common Stock

    2016-10-21−10,525,090→ 9,907,372 total
    → Class A Common Stock (10,525,090 underlying)
  • Sale

    Warrants (Right to Purchase)

    2016-10-21−422,092→ 0 total(indirect: By LLC)
    Exercise: $6.00From: 2013-04-04Exp: 2018-04-04→ Class A Common Stock (211,046 underlying)
  • Conversion

    Class A Common Stock

    2016-10-21+9,226,420→ 9,226,420 total
  • Sale

    Class B Common Stock

    2016-10-21−5,969,581→ 0 total(indirect: By LLC)
    → Class A Common Stock (5,969,581 underlying)
  • Other

    Warrants (Right to Purchase)

    2016-10-21−700,522→ 0 total
    Exercise: $6.00From: 2013-04-04Exp: 2018-04-04→ Class A Common Stock (350,261 underlying)
  • Sale

    Warrants (Right to Purchase)

    2016-10-21−744,198→ 700,522 total
    Exercise: $6.00From: 2013-04-04Exp: 2018-04-04→ Class A Common Stock (372,099 underlying)
  • Other

    Class B Common Stock

    2016-10-21−680,952→ 9,226,420 total
    → Class A Common Stock (680,952 underlying)
  • Conversion

    Class B Common Stock

    2016-10-21−9,226,420→ 0 total
    → Class A Common Stock (9,226,420 underlying)
Footnotes (8)
  • [F1]In accordance with the terms of Hemisphere Media Group, Inc.'s (the "Company") amended and restated certificate of incorporation, each share of the Class B common stock, par value $0.0001 per share ("Class B common stock"), of the Company 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 Class A common stock, par value $0.0001 per share ("Class A common stock"), and has no expiration date.
  • [F2]The reported securities have been converted into shares of the Company?s Class A common stock prior to being distributed to the limited partners of InterMedia Partners VII, L.P. (?IM?).
  • [F3]The reported securities are owned directly by IM, and indirectly by InterMedia Partners, L.P. (?GP?), as general partner of IM, Leo Hindery, Jr., as manager of GP and Peter M. Kern, as manager of GP. GP, as well as Messrs. Hindery and Kern disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
  • [F4]The reported securities have been distributed by IM to certain of its limited partners.
  • [F5]The reported securities are subject to forfeiture pursuant to the Equity Restructuring Agreement (as defined below) unless the closing sale price of Class A common stock equals or exceeds $15.00 per share for any 20 trading days within at least one 30-trading day period before April 4, 2018 (the ?Vesting Condition?). The reported securities have been retained by IM and will be distributed on a pro rata basis to certain limited partners upon the satisfaction of the Vesting Condition.
  • [F6]Pursuant to the terms of the warrant agreement, as amended by the Assignment, Assumption and Amendment of Warrant Agreement, a form of which was filed with the Securities and Exchange Commission as Annex B to the Company?s Amendment No. 3 to its Registration Statement on Form S-4 filed on March 15, 2013, as subsequently amended, the warrants will expire on April 4, 2018 unless the Company is liquidated prior to such time.
  • [F7]Pursuant to a stock purchase agreement, dated as of September 6, 2016, by and among Gato Investments LP (the "Investor"), IM and InterMedia Cine Latino, LLC ("IM Cine") (the "Stock Purchase Agreement"), the Investor purchased the reported securities at a price of $9.75 per allocable "Security." "Security" means (A) one share of Class B common stock that is not subject to any type of forfeiture, (B) 0.047619 shares of Class B common stock subject to forfeiture pursuant to the Equity Restructuring and Warrant Purchase Agreement (the "Equity Restructuring Agreement"), dated as of January 22, 2013, by and among Azteca Acquisition Corporation, HMG, Azteca Acquisition Holdings, LLC, Brener International Group, LLC, IMP, IM Cine, Cinema Aeropuerto, S.A de C.V and the other parties identified therein and (C) 0.074074 warrants to purchase 0.037037 shares of Class A common stock.
  • [F8]The reported securities are owned directly by IM Cine, and indirectly by IM, as the sole member, GP, as general partner of IM, Leo Hindery, Jr., as manager of GP and Peter M. Kern, as manager of GP. GP, as well as Messrs. Hindery and Kern disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

Documents

1 file

Issuer

HEMISPHERE MEDIA GROUP, INC.

CIK 0001567345

→
Entity typeoperating
IncorporatedDE

Related Parties

1
  • filerCIK 0001567345

Filing Metadata

Form type
4
Filed
Oct 24, 8:00 PM ET
Accepted
Oct 25, 5:12 PM ET
Size
29.2 KB
View on SEC.gov