0001013594-15-000454.txt : 20150814 0001013594-15-000454.hdr.sgml : 20150814 20150814172721 ACCESSION NUMBER: 0001013594-15-000454 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150814 DATE AS OF CHANGE: 20150814 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEMISPHERE MEDIA GROUP, INC. CENTRAL INDEX KEY: 0001567345 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 800885255 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87408 FILM NUMBER: 151057240 BUSINESS ADDRESS: STREET 1: 2000 PONCE DE LEON BOULEVARD, SUITE 500 CITY: CORAL GABLES STATE: FL ZIP: 33134 BUSINESS PHONE: 305-421-6364 MAIL ADDRESS: STREET 1: 2000 PONCE DE LEON BOULEVARD, SUITE 500 CITY: CORAL GABLES STATE: FL ZIP: 33134 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Luxor Capital Group, LP CENTRAL INDEX KEY: 0001316580 IRS NUMBER: 201394199 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-763-8000 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 SC 13D/A 1 hemisphere13da-081415.htm AUGUST 14, 2015
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
SCHEDULE 13D
(RULE 13D - 101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 4)*
Hemisphere Media Group, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
42365Q103
(CUSIP Number)
Jamie Nash, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
Tel:  (212) 986-6000
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 11, 2015
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [  ].
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Luxor Capital Partners, LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
WC
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
1,204,349
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
1,204,349
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
1,204,349
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
7.7%
   
14.
TYPE OF REPORTING PERSON
   
 
PN


1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Luxor Wavefront, LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
WC
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
1,781,903
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
1,781,903
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
1,781,903
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
11.4%
   
14.
TYPE OF REPORTING PERSON
   
 
PN

1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Luxor Capital Partners Offshore Master Fund, LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
WC
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Cayman Islands
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
1,874,616
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
1,874,616
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
1,874,616
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
12.0%
   
14.
TYPE OF REPORTING PERSON
   
 
PN

1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Luxor Capital Partners Offshore, Ltd.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
AF
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Cayman Islands
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
1,874,616
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
1,874,616
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
1,874,616
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
12.0%
   
14.
TYPE OF REPORTING PERSON
   
 
CO

1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Thebes Offshore Master Fund, LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
WC
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Cayman Islands
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
75,601
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
75,601
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
75,601
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
Less than 1%
   
14.
TYPE OF REPORTING PERSON
   
 
PN
 
 
 
 
1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Thebes Partners Offshore, Ltd.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
AF
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Cayman Islands
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
75,601
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
75,601
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
75,601
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
Less than 1%
   
14.
TYPE OF REPORTING PERSON
   
 
CO
 
1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
LCG Holdings, LLC
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
AF
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
4,936,469
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
4,936,469
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
4,936,469
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
31.7%
   
14.
TYPE OF REPORTING PERSON
   
 
OO

1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Luxor Capital Group, LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
AF, OO
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
5,045,179
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
5,045,179
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
5,045,179
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
32.4%
   
14.
TYPE OF REPORTING PERSON
   
 
PN

1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Luxor Management, LLC
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
AF
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
5,045,179
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
5,045,179
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
5,045,179
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
32.4%
   
14.
TYPE OF REPORTING PERSON
   
 
OO

1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Christian Leone
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
AF
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
USA
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
5,045,179
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
5,045,179
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
5,045,179
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
32.4%
   
14.
TYPE OF REPORTING PERSON
   
 
IN

The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned ("Amendment No. 4").  This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.
Item 2. Identity and Background.
Item 2 is hereby amended and restated to read as follows:
(a)            This statement is filed by Luxor Capital Partners, LP, a Delaware limited partnership (the "Onshore Fund"), Luxor Wavefront, LP, a Delaware limited partnership (the "Wavefront Fund"), Luxor Capital Partners Offshore Master Fund, LP, a Cayman Islands limited partnership (the "Offshore Master Fund"), Luxor Capital Partners Offshore, Ltd., a Cayman Islands exempted company (the "Offshore Feeder Fund"), Thebes Offshore Master Fund, LP, a Cayman Islands limited partnership (the "Thebes Master Fund"), Thebes Partners Offshore, Ltd., a Cayman Islands exempted company (the "Thebes Feeder Fund" and, collectively with the Onshore Fund, the Wavefront Fund, the Offshore Master Fund, the Offshore Feeder Fund and the Thebes Master Fund, the "Luxor Funds"), LCG Holdings, LLC, a Delaware limited liability company ("LCG Holdings"), Luxor Capital Group, LP, a Delaware limited partnership ("Luxor Capital Group"), Luxor Management, LLC, a Delaware limited liability company ("Luxor Management") and Christian Leone.
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
Luxor Spectrum Offshore Master Fund, LP and Luxor Spectrum Offshore, Ltd. no longer own any shares of Common Stock and, as such, are no longer Reporting Persons for purposes of this Schedule 13D.
The Offshore Master Fund is a subsidiary of the Offshore Feeder Fund. The Thebes Feeder Fund is the owner of a controlling interest in, and together with a minority investor owns 100% of the interests in, the Thebes Master Fund. By virtue of these relationships, the Offshore Feeder Fund may be deemed to beneficially own the shares of Common Stock owned directly by the Offshore Master Fund and the Thebes Feeder Fund may be deemed to beneficially own the shares of Common Stock owned directly by the Thebes Master Fund.
LCG Holdings is the general partner of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Thebes Master Fund. By virtue of these relationships, LCG Holdings may be deemed to beneficially own the shares of Common Stock owned directly by the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Thebes Master Fund.
Luxor Capital Group acts as the investment manager of the Luxor Funds and to an account it separately manages (the "Separately Managed Account").  Luxor Management is the general partner of Luxor Capital Group.  Mr. Leone is the managing member of each of LCG Holdings and Luxor Management.  By virtue of these relationships, each of Luxor Capital Group, Luxor Management and Mr. Leone may be deemed to beneficially own the shares of Common Stock beneficially owned by the Onshore Fund, the Wavefront Fund, the Offshore Master Fund, Thebes Master Fund and the Separately Managed Account.
Set forth on Schedule A attached hereto ("Schedule A") is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of the executive officers and directors of the Offshore Feeder Fund and the Thebes Feeder Fund.  To the best of Luxor's knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.
(b)            The business address of each of the Onshore Fund, the Wavefront Fund, Luxor Capital Group, Luxor Management, LCG Holdings and Mr. Leone is 1114 Avenue of the Americas, 29th Floor, New York, NY 10036.  The business address of each of the Offshore Master Fund, the Offshore Feeder Fund, the Thebes Master Fund and the Thebes Feeder Fund is c/o M&C Corporate Services Limited, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands.
(c)            The principal business of each of the Luxor Funds is that of a private investment fund engaged in the purchase and sale of securities for its own account.  The principal business of Luxor Capital Group is providing investment management services.  The principal business of Luxor Management is serving as the general partner of Luxor Capital Group.  The principal business of LCG Holdings is serving as the general partner of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Thebes Master Fund.  Mr. Leone's principal occupation is serving as the managing member of each of Luxor Management and LCG Holdings.
 
 
(d)            No Reporting Person nor any person listed on Schedule A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)            No Reporting Person nor any person listed on Schedule A has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)            Each of the Offshore Master Fund, the Offshore Feeder Fund, the Thebes Master Fund and the Thebes Feeder Fund is organized under the laws of the Cayman Islands.  Each of the Onshore Fund, the Wavefront Fund, LCG Holdings, Luxor Capital Group and Luxor Management is organized under the laws of the State of Delaware.  Mr. Leone is a citizen of the United States of America.
ITEM 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated as follows:
A total of $50,389,093.62 was paid to acquire the securities reported as beneficially owned by the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Separately Managed Account.  The funds used to purchase these securities were obtained from the general working capital of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Separately Managed Account and margin account borrowings made in the ordinary course of business, although the Reporting Persons cannot determine whether any funds allocated to purchase such securities were obtained from any margin account borrowings.  The shares of Common Stock acquired by Thebes Master Fund were acquired as part of a contribution in kind.
ITEM 5. Interest in Securities of the Issuer.
Item 5(a) is hereby amended and restated to read as follows:
(a)            The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 15,587,725 shares of Common Stock outstanding as of August 10, 2015, which is the total number of shares of Common Stock outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2015.
As of the close of business on the date hereof, the Onshore Fund owned directly 1,204,349 shares of Common Stock, the Offshore Master Fund owned directly 1,874,616 shares of Common Stock, the Wavefront Fund owned directly 1,781,903 shares of Common Stock and the Thebes Master Fund owned directly 75,601 shares of Common Stock, constituting approximately 7.7%, 12.0%, 11.4% and less than 1%, respectively of the shares of Common Stock outstanding.
The Offshore Feeder Fund, as the owner of a controlling interest in the Offshore Master Fund, may be deemed to have beneficially owned the 1,874,616 shares of Common Stock owned directly by the Offshore Master Fund, constituting approximately 12.0% of the shares of Common Stock outstanding.  The Thebes Feeder Fund, as the owner of a controlling interest in the Thebes Master Fund, may be deemed to have beneficially owned the 75,601 shares of Common Stock owned directly by the Thebes Master Fund, constituting less than 1% of the shares of Common Stock outstanding.
LCG Holdings, as the general partner of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Thebes Master Fund, may be deemed to have beneficially owned the 4,936,469 shares of Common Stock owned in the aggregate by the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Thebes Master Fund, constituting approximately 31.7% of the shares of Common Stock outstanding.
 
 
Luxor Capital Group, as the investment manager of the Luxor Funds and the Separately Managed Account, may be deemed to have beneficially owned 5,045,179 shares of Common Stock, including the 4,936,469 shares of Common Stock owned in the aggregate by the Luxor Funds and the 108,710 shares of Common Stock owned directly by the Separately Managed Account, constituting approximately 32.4% of the shares of Common Stock outstanding.
Luxor Management, as the general partner of Luxor Capital Group, may be deemed to have beneficially owned the 5,045,179 shares of Common Stock beneficially owned by Luxor Capital Group, constituting approximately 32.4% of the shares of Common Stock outstanding.
Mr. Leone, as the managing member of Luxor Management, may be deemed to have beneficially owned the 5,045,179 shares of Common Stock beneficially owned by Luxor Management, constituting approximately 32.4% of the shares of Common Stock outstanding.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby amended to add the following:
On August 14, 2015, the Reporting Persons entered into a Joint Filing Agreement (the "Joint Filing Agreement") in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
ITEM 7. Material to be Filed as Exhibits.
Item 7 is hereby amended to add the following exhibits:
99.1            Joint Filing Agreement.



SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: August 14, 2015
 
LUXOR CAPITAL PARTNERS, LP
     
 
By:
LCG Holdings, LLC
General Partner
     
 
By:
 /s/ Norris Nissim
   
Name:
Norris Nissim
   
Title:
General Counsel


 
LUXOR WAVEFRONT, LP
     
 
By:
LCG Holdings, LLC
General Partner
     
 
By:
 /s/ Norris Nissim
   
Name:
Norris Nissim
   
Title:
General Counsel


 
LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
     
 
By:
LCG Holdings, LLC
General Partner
     
 
By:
 /s/ Norris Nissim
   
Name:
Norris Nissim
   
Title:
General Counsel


 
LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
     
 
By:
Luxor Capital Group, LP
Investment Manager
     
 
By:
 /s/ Norris Nissim
   
Name:
Norris Nissim
   
Title:
General Counsel


 
THEBES OFFSHORE MASTER FUND, LP
     
 
By:
LCG Holdings, LLC
General Partner
     
 
By:
 /s/ Norris Nissim
   
Name:
Norris Nissim
   
Title:
General Counsel

 
 
 

 

 
THEBES PARTNERS OFFSHORE, LTD.
     
 
By:
Luxor Capital Group, LP
Investment Manager
     
 
By:
 /s/ Norris Nissim
   
Name:
Norris Nissim
   
Title:
General Counsel


 
LUXOR CAPITAL GROUP, LP
     
 
By:
Luxor Management, LLC
General Partner
     
 
By:
 /s/ Norris Nissim
   
Name:
Norris Nissim
   
Title:
General Counsel


 
LCG HOLDINGS, LLC
     
 
By:
 /s/ Norris Nissim
   
Name:
Norris Nissim
   
Title:
General Counsel

 
LUXOR MANAGEMENT, LLC
     
 
By:
 /s/ Norris Nissim
   
Name:
Norris Nissim
   
Title:
General Counsel


  /s/ Norris Nissim
 
NORRIS NISSIM, as Agent for Christian Leone


SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF EACH OF LUXOR CAPITAL PARTNERS OFFSHORE, LTD. AND THEBES PARTNERS OFFSHORE, LTD.
1. Don Seymour
DMS Offshore Investment Services
dms House, 20 Genesis Close
George Town
P.O. Box 314
Grand Cayman KY1-1104
 Cayman Islands
Mr. Seymour is an employee of dms Management Ltd., a company that provides administrative services to Cayman Islands private investment companies.

2. T. Glenn Mitchell
Maples Fiduciary Services
PO Box 1093, Boundary Hall
Cricket Square
Grand Cayman
KY1-1102
 Cayman Islands
Mr. Mitchell is an employee of Maples Fiduciary Services, a division of the MaplesFS group.  MaplesFS offers a comprehensive range of fiduciary and administration services to finance vehicles and investment funds.

3.            Christian Leone (See Item 2)
EXHIBIT 99.1
Joint Filing Agreement
The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of Hemisphere Media Group, Inc. dated as of August 14, 2015 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: August 14, 2015
 
LUXOR CAPITAL PARTNERS, LP
     
 
By:
LCG Holdings, LLC
General Partner
     
 
By:
 /s/ Norris Nissim
   
Name:
Norris Nissim
   
Title:
General Counsel


 
LUXOR WAVEFRONT, LP
     
 
By:
LCG Holdings, LLC
General Partner
     
 
By:
 /s/ Norris Nissim
   
Name:
Norris Nissim
   
Title:
General Counsel


 
LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
     
 
By:
LCG Holdings, LLC
General Partner
     
 
By:
 /s/ Norris Nissim
   
Name:
Norris Nissim
   
Title:
General Counsel


 
LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
     
 
By:
Luxor Capital Group, LP
Investment Manager
     
 
By:
 /s/ Norris Nissim
   
Name:
Norris Nissim
   
Title:
General Counsel

 
THEBES OFFSHORE MASTER FUND, LP
     
 
By:
LCG Holdings, LLC
General Partner
     
 
By:
 /s/ Norris Nissim
   
Name:
Norris Nissim
   
Title:
General Counsel


 
THEBES PARTNERS OFFSHORE, LTD.
     
 
By:
Luxor Capital Group, LP
Investment Manager
     
 
By:
 /s/ Norris Nissim
   
Name:
Norris Nissim
   
Title:
General Counsel


 
LUXOR CAPITAL GROUP, LP
     
 
By:
Luxor Management, LLC
General Partner
     
 
By:
 /s/ Norris Nissim
   
Name:
Norris Nissim
   
Title:
General Counsel


 
LCG HOLDINGS, LLC
     
 
By:
 /s/ Norris Nissim
   
Name:
Norris Nissim
   
Title:
General Counsel


 
LUXOR MANAGEMENT, LLC
     
 
By:
 /s/ Norris Nissim
   
Name:
Norris Nissim
   
Title:
General Counsel

  /s/ Norris Nissim
 
NORRIS NISSIM, as Agent for Christian Leone