4//SEC Filing
HEMISPHERE MEDIA GROUP, INC. 4
Accession 0001144204-15-030250
CIK 0001567345operating
Filed
May 12, 8:00 PM ET
Accepted
May 13, 5:28 PM ET
Size
11.8 KB
Accession
0001144204-15-030250
Insider Transaction Report
Form 4
Brener Gabriel
Director10% Owner
Transactions
- Other
Class A Common Stock
2015-05-13$11.28/sh−140,000$1,579,200→ 1,732,000 total(indirect: By LLC)
Holdings
- 15,486
Class A Common Stock
- 7,500(indirect: By LLC)
Class A Common Stock
- 400(indirect: By Children)
Class A Common Stock
Azteca Acquisition Holdings, LLC
Director10% Owner
Transactions
- Other
Class A Common Stock
2015-05-13$11.28/sh−140,000$1,579,200→ 1,732,000 total(indirect: By LLC)
Holdings
- 15,486
Class A Common Stock
- 7,500(indirect: By LLC)
Class A Common Stock
- 400(indirect: By Children)
Class A Common Stock
Footnotes (6)
- [F1]On May 13, 2015, Azteca Acquisition Holdings, LLC ("Azteca Holdings") sold 140,000 shares of Class A Common Stock, at a price of $11.28 per share, in a registered underwritten secondary public offering (the "Offering") by certain selling stockholders of Hemisphere Media Group, Inc. (the "Company"). The sale was made pursuant to an Underwriting Agreement, dated May 7, 2015, among the Company, certain stockholders of the Company, including Azteca Holdings, and RBC Capital Markets, LLC, as representative of the several underwriters named in Schedule II thereto. A registration statement relating to the Offering has been filed with, and was declared effective on May 7, 2015 by, the U.S. Securities and Exchange Commission (the "SEC").
- [F2]Includes (a) 315,152 and (b) 104,000 shares of Class A Common Stock, subject to forfeiture in the event the closing sales price of the Class A Common Stock does not equal or exceed $15.00 per share for any 20 trading days within at least one 30-trading day period within 36 and 60 months, respectively, of April 4, 2013.
- [F3]The reported securities are directly held by Azteca Holdings, and may be deemed to be indirectly held by Mr. Brener through his membership interest in Azteca Holdings. Mr. Brener disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
- [F4]Does not include 2,751,011 shares of Class A Common Stock that may be deemed to be indirectly held by Mr. Brener, which consists of (a) shares directly held by Azteca Holdings, Brener International Group, LLC ("BIG"), and Mr. Brener's children, as reported herein, and (b) 1,011,111 shares of Class A Common Stock issuable upon the exercise of warrants of the Company directly held by BIG, as previously reported on Mr. Brener's Form 3 filed with the SEC on April 4, 2013.
- [F5]The reported securities are directly held by BIG, and may be deemed to be indirectly held by Mr. Brener as the manager of BIG, which is manager managed. Mr. Brener disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
- [F6]Mr. Brener disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
Documents
Issuer
HEMISPHERE MEDIA GROUP, INC.
CIK 0001567345
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001567345
Filing Metadata
- Form type
- 4
- Filed
- May 12, 8:00 PM ET
- Accepted
- May 13, 5:28 PM ET
- Size
- 11.8 KB