FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
|
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Azteca Acquisition Corp [ AZTA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 04/04/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 04/04/2013 | J | 16,000 | D | $0(1) | 144,000 | D | |||
Common Stock | 04/04/2013 | D | 144,000 | D | $0(2) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrant (right to purchase) | $12 | 04/04/2013 | D | 311,111 | (3) | (3) | Common Stock | 311,111 | $0.5(4) | 311,111 | D | ||||
Warrant (right to purchase) | $6 | 04/04/2013 | A | 311,111 | (3) | (3) | Common Stock | 155,555 | (4) | 311,111 | D | ||||
Warrant (right to purchase) | $6 | 04/04/2013 | S | 155,556 | (3) | (3) | Common Stock | 77,778 | $0.5(5) | 155,555 | D | ||||
Warrant (right to purchase) | $6 | 04/04/2013 | D | 155,555 | (3) | (3) | Common Stock | 77,777 | (6) | 0 | D |
Explanation of Responses: |
1. As contemplated in connection with the merger agreement (the "Merger Agreement") between the issuer and Hemisphere Media Group, Inc. ("Hemisphere"), 16,000 shares of common stock held by the reporting person were returned to the issuer for no consideration and cancelled. |
2. 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 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. |
3. 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. |
4. 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. |
5. 156,556 warrants to purchase 77,778 of the issuer's shares of common stock was sold to the issuer at $0.50 per warrants and cancelled by the issuer. |
6. This warrant was assumed by Hemisphere pursuant to the Merger Agreement and replaced with a warrant to purchase 77,777 shares of Hemisphere Class A Stock at $6.00 per share. |
/s/ Clive Fleissig | 04/08/2013 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |