4//SEC Filing
McNamara James Marvin 4
Accession 0001104659-22-099653
CIK 0001567345other
Filed
Sep 12, 8:00 PM ET
Accepted
Sep 13, 4:29 PM ET
Size
17.5 KB
Accession
0001104659-22-099653
Insider Transaction Report
Form 4
McNamara James Marvin
Director
Transactions
- Disposition to Issuer
Employee Stock Option (Right to Buy)
2022-09-13−250,000→ 0 totalExercise: $15.00Exp: 2023-05-16→ Class A Common Stock (250,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2022-09-13−100,000→ 0 totalExercise: $11.95Exp: 2026-11-16→ Class A Common Stock (100,000 underlying) - Disposition to Issuer
Class B Common Stock
2022-09-13$7.00/sh−599,814$4,198,698→ 0 total→ Class A Common Stock (599,814 underlying) - Disposition to Issuer
Class A Common Stock
2022-09-13$7.00/sh−45,000$315,000→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2022-09-13−50,000→ 0 totalExercise: $12.06Exp: 2029-08-13→ Class A Common Stock (50,000 underlying)
Footnotes (9)
- [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 (the "Effective Time"), 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 (the "Merger Consideration"), payable to the holder thereof, without interest, subject to and in accordance with the terms and conditions of the Merger Agreement.
- [F3]Represents options to purchase shares of Class A Common Stock granted pursuant to the Hemisphere Media Group, Inc. Amended and Restated 2013 Equity Incentive Plan.
- [F4]These employee stock options vested in equal annual installments on each of the first three anniversaries of May 16, 2013.
- [F5]In the Mergers, each employee stock option to buy shares of Hemisphere Common Stock (the "Hemisphere Options"), whether vested or unvested, was, by virtue of the Mergers, cancelled and converted into the right to receive an amount in cash, without interest and less any applicable withholding taxes, equal to the product obtained by multiplying (a) the aggregate number of shares of Hemisphere Common Stock subject to such Hemisphere Option immediately prior to the Effective Time by (b) the excess, if any, of the Merger Consideration over the exercise price per share of such Hemisphere Option, provided, that any Hemisphere Option with an exercise price per share that is equal to or greater than the Merger Consideration was automatically canceled at the Effective Time without payment of any consideration.
- [F6]Because the exercise prices of all of the Reporting Person's outstanding employee stock options were above $7.00, all of the Reporting Person's outstanding employee stock options were automatically canceled at the Effective Time.
- [F7]These employee stock options vested in equal annual installments on each of the first three anniversaries of April 9, 2016.
- [F8]These employee stock options vested in equal annual installments on each of the first three anniversaries of April 9, 2019.
- [F9]In accordance with the terms of the amended and restated certificate of incorporation of the Issuer, each share of the Class B Common Stock was 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 and had no expiration date.
Documents
Issuer
HEMISPHERE MEDIA GROUP, INC.
CIK 0001567345
Entity typeother
Related Parties
1- filerCIK 0001520054
Filing Metadata
- Form type
- 4
- Filed
- Sep 12, 8:00 PM ET
- Accepted
- Sep 13, 4:29 PM ET
- Size
- 17.5 KB