4//SEC Filing
Neuman Eric C 4
Accession 0001104659-22-099646
CIK 0001567345other
Filed
Sep 12, 8:00 PM ET
Accepted
Sep 13, 4:24 PM ET
Size
6.2 KB
Accession
0001104659-22-099646
Insider Transaction Report
Form 4
Neuman Eric C
Director
Transactions
- Disposition to Issuer
Class A Common Stock
2022-09-13$7.00/sh−90,457$633,199→ 0 total
Footnotes (2)
- [F1]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").
- [F2]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, 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. 9,899 of the shares of Class A Common Stock held by the Reporting Person were excluded shares pursuant to the Merger Agreement and were canceled for no consideration.
Documents
Issuer
HEMISPHERE MEDIA GROUP, INC.
CIK 0001567345
Entity typeother
Related Parties
1- filerCIK 0001413613
Filing Metadata
- Form type
- 4
- Filed
- Sep 12, 8:00 PM ET
- Accepted
- Sep 13, 4:24 PM ET
- Size
- 6.2 KB