4//SEC Filing
Silverstein Monica B. 4
Accession 0001104659-22-099675
CIK 0001567345other
Filed
Sep 12, 8:00 PM ET
Accepted
Sep 13, 4:42 PM ET
Size
7.8 KB
Accession
0001104659-22-099675
Insider Transaction Report
Form 4
Silverstein Monica B.
Chief Human Resources Officer
Transactions
- Disposition to Issuer
Employee Stock Option (Right to Buy)
2022-09-13−15,000→ 0 totalExercise: $13.53Exp: 2031-03-09→ Class A Common Stock (15,000 underlying)
Footnotes (5)
- [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]Represents options to purchase shares of the Issuer's Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), granted pursuant to the Hemisphere Media Group, Inc. Amended and Restated 2013 Equity Incentive Plan.
- [F3]Of these employee stock options, 5,000 options had previously vested and 10,000 options were to vest in equal annual installments on March 15, 2023 and March 15, 2024.
- [F4]In the Mergers, each employee stock option to buy shares of the Class A 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 Class A Common Stock subject to such Hemisphere Option immediately prior to the effective time of the Mergers (the "Effective Time") by (b) the excess, if any, of $7.00 per share of the Issuer's common stock (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.
- [F5]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.
Documents
Issuer
HEMISPHERE MEDIA GROUP, INC.
CIK 0001567345
Entity typeother
Related Parties
1- filerCIK 0001850864
Filing Metadata
- Form type
- 4
- Filed
- Sep 12, 8:00 PM ET
- Accepted
- Sep 13, 4:42 PM ET
- Size
- 7.8 KB