SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Brener Gabriel (Last) (First) (Middle) C/O HEMISPHERE MEDIA GROUP, INC. 2000 PONCE DE LEON BLVD., SUITE 500 (Street) CORAL GABLES FL 33134 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/04/2013	3. Issuer Name and Ticker or Trading Symbol HEMISPHERE MEDIA GROUP, INC. [ HMTVA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
CLASS A COMMON STOCK	1,872,000(1)	I	BY AZTECA ACQUISITION HOLDINGS, LLC(2)
CLASS A COMMON STOCK	400(3)	I	BY CHILDREN(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
WARRANTS (RIGHT TO PURCHASE)	04/04/2013	04/04/2018(4)	CLASS A COMMON STOCK	1,011,111	$6	I	BY BRENER INTERNATIONAL GROUP, LLC(5)

1. Name and Address of Reporting Person* Brener Gabriel (Last) (First) (Middle) C/O HEMISPHERE MEDIA GROUP, INC. 2000 PONCE DE LEON BLVD., SUITE 500 (Street) CORAL GABLES FL 33134 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Azteca Acquisition Holdings, LLC (Last) (First) (Middle) 421 N. BEVERLY DRIVE SUITE 300 (Street) BEVERLY HILLS CA 90210 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Includes (i) 315,152 and 104,000 shares of Hemisphere Media Group, Inc.'s (the "Company") Class A common stock, par value $0.0001 per share, subject to forfeiture in the event the closing sales price of the Company's 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, and (ii) 296,614 and 104,000 shares of the Company's Class A common stock subject to forfeiture in the event the closing sales price of the Company's Class A common stock does not equal or exceed $12.50 per share for any 20 trading days within at least one 30-trading day period within 36 and 60 months, respectively.

2. The reported securities are owned directly by Azteca Acquisition Holdings, LLC ("Azteca Holdings") and indirectly by Gabriel Brener as sole member of Azteca Holdings. Mr. Brener disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

3. Mr. Brener disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

4. Pursuant to the terms of the warrant agreement, as amended by the Assignment, Assumption and Amendment of Warrant Agreement, a form of which was filed with the Securities and Exchange Commission as Annex B to Hemisphere Media Group, Inc.'s Registration Statement on Form S-4 on January 25, 2013, as subsequently amended, the warrants will expire on April 4, 2018 unless Hemisphere Media Group, Inc. (the "Company") is liquidated prior to such time.

5. The reported securities are owned directly by Brener International Group, LLC ("BIG") and indirectly by Gabriel Brener as manager of BIG. Mr. Brener disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Remarks:

This report is filed jointly by Mr. Brener and Azteca Holdings, both of whom are 10% owners of the Company's Class A common stock. Azteca Holdings also may be deemed a director by virtue of its right to nominate (i) one Class I representative to serve on the Company's board of directors (the "Board") and (ii) one Class II representative to serve on the Board. Mr. Brener currently serves as Azteca Holdings's Class I representatives on the Board and John Engelman currently serves as Azteca Holdings's Class II representative on the Board. ** Exhibit 24.1: Power of Attorney

	/s/ Gabriel Brener	04/04/2013
	/s/ Gabriel Brener	04/04/2013
	** Signature of Reporting Person	Date
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