| 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 |
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| 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)
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2. Issuer Name and Ticker or Trading Symbol
HEMISPHERE MEDIA GROUP, INC. [ HMTV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/16/2013 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| CLASS A COMMON STOCK | 05/16/2013 | A | 6,667(1) | A | $0 | 6,667(2) | D | |||
| CLASS A COMMON STOCK | 1,872,000(3) | I | BY AZTECA ACQUISITION HOLDINGS, LLC(4) | |||||||
| CLASS A COMMON STOCK | 400(5) | I | BY CHILDREN(5) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Represents restricted stock granted pursuant to the Hemisphere Media Group, Inc. 2013 Equity Incentive Plan. The restricted stock will vest on the day preceding Hemisphere Media Group, Inc.'s (the "Company") 2014 annual meeting, subject to the reporting person's continued service as a director on such vesting date. |
| 2. Does not include 1,872,400 shares of the Company's Class A common stock, indirectly held by Mr. Brener as reported below. |
| 3. Includes (i) 315,152 and 104,000 shares of the Company's 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 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 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, of April 4, 2013. |
| 4. The reported securities are owned directly by Azteca Acquisition Holdings, LLC ("Azteca Holdings") and indirectly by Gabriel Brener through his membership interest in Azteca Holdings. Gabriel Brener disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| 5. 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' Class I representatives on the Board and John Engelman currently serves as Azteca Holdings' Class II representative on the Board. |
| /s/ Gabriel Brener | 05/20/2013 | |
| Azteca Acquisition Holdings, LLC By: Gabriel Brener /s/ Gabriel Brener | 05/20/2013 | |
| ** 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. | ||