4//SEC Filing
Brener Gabriel 4
Accession 0001144204-13-020703
CIK 0001518749other
Filed
Apr 7, 8:00 PM ET
Accepted
Apr 8, 8:19 PM ET
Size
20.8 KB
Accession
0001144204-13-020703
Insider Transaction Report
Form 4
Brener Gabriel
DirectorCEO and President10% Owner
Transactions
- Disposition to Issuer
Warrant (right to purchase)
2013-04-04$0.50/sh−4,044,445$2,022,223→ 4,044,445 total(indirect: See footnote)Exercise: $12.00→ Common Stock (4,044,445 underlying) - Disposition to Issuer
Common Stock
2013-04-04−1,872,000→ 0 total(indirect: See footnote) - Other
Common Stock
2013-04-04−208,000→ 1,872,000 total(indirect: See footnote) - Disposition to Issuer
Common Stock
2013-04-04−400→ 0 total(indirect: By Children) - Award
Warrant (right to purchase)
2013-04-04−4,044,445→ 4,044,445 total(indirect: See footnote)Exercise: $6.00→ Common Stock (2,022,222 underlying) - Sale
Warrant (right to purchase)
2013-04-04$0.50/sh−2,022,222$1,011,111→ 2,022,222 total(indirect: See footnote)Exercise: $6.00→ Common Stock (1,011,111 underlying) - Disposition to Issuer
Warrant (right to purchase)
2013-04-04−2,022,222→ 0 total(indirect: See footnote)Exercise: $6.00→ Common Stock (1,011,111 underlying)
Footnotes (9)
- [F1]As contemplated in connection with the merger agreement (the "Merger Agreement") between the issuer and Hemisphere Media Group, Inc. ("Hemisphere"), 208,000 shares of common stock held by the reporting person were returned to the issuer for no consideration and cancelled.
- [F2]The reported securities are owned directly by Azteca Acquisition Holdings, LLC and indirectly by Gabriel Brener through his membership interest in Azteca Acquisition Holdings, LLC. Gabriel Brener disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
- [F3]Disposed of pursuant to the Merger Agreement in exchange for an equal number of Hemisphere Class A Common Stock (the "Hemisphere Class A Stock"). A portion of the Hemisphere Class A Stock received by the reporting person are subject to forfeiture in the event the closing sales price of Hemisphere's Class A Stock does not meet the targets described in the Merger Agreement.
- [F4]Mr. Brener disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
- [F5]The warrants would have become exercisable on the later of (i) 30 days after the completion of the issuer's initial business combination (a "Business Combination"), as described in the issuer's prospectus relating to its initial public offering ("IPO"), or (ii) 12 months from the closing of its IPO and would have expired five years after the completion of its Business Combination.
- [F6]The two reported transactions involve an amendment of an outstanding warrant, resulting in the deemed cancellation of the "old" warrant and the acquisition of a replacement warrant. On April 4, 2013, in exchange for $0.50 per warrant, the reporting person agreed to amend the warrant to (1) reduce by 50% the number of shares of common stock for which the warrant is exercisable (from one share to one-half share), with the warrant price being reduced to $6.00 per half share, (2) agreed to waive certain re-pricing rights to would have had, if after the consummation of a Business Combination, the issuer subsequently entered into certain transactions in which the consideration to be received consisted principally of securities of a private company and (3) agreed to amend the issuer's registration obligations in exchange for the ability to exercise the warrants on a cashless basis at the election of the issuer under certain circumstances.
- [F7]2,022,222 warrants to purchase 1,011,111 of the issuer's shares of common stock was sold to the issuer at $0.50 per warrants and cancelled by the issuer.
- [F8]This warrant was assumed by Hemisphere pursuant to the Merger Agreement and replaced with an option to purchase 1,011,111 shares of Hemisphere Class A Common Stock at $6.00 per share.
- [F9]The reported securities are owned directly by Brener International Group, LLC and indirectly by Gabriel Brener. Gabriel Brener has pecuniary interest in 10% of the warrants held by Brener International Group, LLC and is one of the beneficiaries of a trust that has a 90% pecuniary interest in Brener International Group, LLC. Mr. Brener disclaims ownership of the reported securities except to the extent of his pecuniary interest.
Documents
Issuer
Azteca Acquisition Corp
CIK 0001518749
Entity typeother
Related Parties
1- filerCIK 0001524158
Filing Metadata
- Form type
- 4
- Filed
- Apr 7, 8:00 PM ET
- Accepted
- Apr 8, 8:19 PM ET
- Size
- 20.8 KB