0001341004-13-001103.txt : 20131023 0001341004-13-001103.hdr.sgml : 20131023 20131023161849 ACCESSION NUMBER: 0001341004-13-001103 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131023 DATE AS OF CHANGE: 20131023 GROUP MEMBERS: HAWKEYE CAPITAL MANAGEMENT LLC GROUP MEMBERS: HAWKEYE CAPITAL MASTER GROUP MEMBERS: RICHARD A. RUBIN 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: 131165910 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: Hawkeye Capital Master CENTRAL INDEX KEY: 0001342024 IRS NUMBER: 980466159 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE CAPITAL PLACE STREET 2: P.O. BOX 897GT CITY: GEORGETOWN, GRAND CAYMAN STATE: E9 ZIP: 475 BUSINESS PHONE: 212-265-0565 MAIL ADDRESS: STREET 1: ONE CAPITAL PLACE STREET 2: P.O. BOX 897GT CITY: GEORGETOWN, GRAND CAYMAN STATE: E9 ZIP: 475 SC 13D/A 1 sc13d_a.htm SCHEDULE 13D/A sc13d_a.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D/A
 
(Rule 13d-101)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2(a)
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
(Amendment No. 3)
 
HEMISPHERE MEDIA GROUP, INC.
(Name of Issuer)

Class A Common Stock, $0.0001 Par Value
(Title of Class of Securities)

42365Q103
(CUSIP Number)

Brian Peduto
Chief Financial Officer
Hawkeye Capital Management, LLC
800 Third Avenue, 9th Floor
New York, NY 10022
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 21, 2013
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-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 (“Act”) 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).
 
 
 
 
 
 CUSIP No. 42365Q103  Schedule 13D/A  Page 2 of 6 Pages 
 
 
         
  1.
  
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
 
Richard A. Rubin
    
  2.
  
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  o
(b)  x
    
  3.
  
SEC Use Only
 
    
  4.
  
Source of Funds (See Instructions)
OO
    
  5.
  
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
    o
  6.
  
Citizenship or Place of Organization
United States
    
Number of Shares Beneficially Owned by Each Reporting Person With
  
  7.          Sole Voting Power -0-
 
 
  8.         Shared Voting Power
1,116,683 shares of Class A Common Stock
561,250 shares of Class A Common Stock issuable upon exercise of warrants
 
  9.         Sole Dispositive Power -0-
 
 
10.         Shared Dispositive Power
1,116,683 shares of Class A Common Stock
561,250 shares of Class A Common Stock issuable upon exercise of warrants
11.
  
Aggregate Amount Beneficially Owned by Each Reporting Person
1,116,683 shares of Class A Common Stock
561,250 shares of Class A Common Stock issuable upon exercise of warrants
    
12.
  
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
     o
13.
  
Percent of Class Represented by Amount in Row (11) 13.3%
 
    
14.
  
Type of Reporting Person (See Instructions)  IN
 
    
 
 
 
 
 
 CUSIP No. 42365Q103  Schedule 13D/A  Page 3 of 6 Pages 
 
 
         
  1.
  
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
 
Hawkeye Capital Master          I.R.S. ID No. 98-0466159
    
  2.
  
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  o
(b)  x
    
  3.
  
SEC Use Only
 
    
  4.
  
Source of Funds (See Instructions)
OO
    
  5.
  
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
     o
  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
1,116,683 shares of Class A Common Stock
561,250 shares of Class A Common Stock issuable upon exercise of warrants
 
  9.         Sole Dispositive Power -0-
 
 
10.         Shared Dispositive Power
1,116,683 shares of Class A Common Stock
561,250 shares of Class A Common Stock issuable upon exercise of warrants
11.
  
Aggregate Amount Beneficially Owned by Each Reporting Person
1,116,683 shares of Class A Common Stock
561,250 shares of Class A Common Stock issuable upon exercise of warrants
    
12.
  
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
    o
13.
  
Percent of Class Represented by Amount in Row (11) 13.3%
 
    
14.
  
Type of Reporting Person (See Instructions) OO
 
    
 
 
 
 
 
CUSIP No. 42365Q103  Schedule 13D/A  Page 4 of 6 Pages 
 
 
         
  1.
  
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
 
Hawkeye Capital Management, LLC          I.R.S. ID No. 13-4092634
    
  2.
  
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  o
(b)  x
    
  3.
  
SEC Use Only
 
    
  4.
  
Source of Funds (See Instructions)
OO
    
  5.
  
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
     o
  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
1,116,683 shares of Class A Common Stock
561,250 shares of Class A Common Stock issuable upon exercise of warrants
 
  9.         Sole Dispositive Power -0-
 
 
10.         Shared Dispositive Power
1,116,683 shares of Class A Common Stock
561,250 shares of Class A Common Stock issuable upon exercise of warrants
11.
  
Aggregate Amount Beneficially Owned by Each Reporting Person
1,116,683 shares of Class A Common Stock
561,250 shares of Class A Common Stock issuable upon exercise of warrants
    
12.
  
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
     o
13.
  
Percent of Class Represented by Amount in Row (11) 13.3%
 
    
14.
  
Type of Reporting Person (See Instructions) OO
 
    
 
 
 
 
 
CUSIP No. 42365Q103  Schedule 13D/A  Page 5 of 6 Pages 
 
 
This Amendment No. 3 (this “Amendment”) amends the Schedule 13D filed on April 5, 2013 by Richard A. Rubin, Hawkeye Capital Management, LLC and Hawkeye Capital Master (each, a “Reporting Person” and collectively, the “Reporting Persons”), as such original filing was amended and supplemented by Amendment No. 1, filed on May 28, 2013, and Amendment No. 2, filed on June 17, 2013 (as amended, the “Schedule 13D”), relating to the Class A Common Stock, par value $0.0001 (the “Common Stock”), of Hemisphere Media Group, Inc. (the “Issuer”). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Information in respect of each Reporting Person is given solely by such Reporting Person and no Reporting Person has responsibility for the accuracy or completeness of information supplied by any other Reporting Person.
 
Item 5 of the filed the Schedule 13D is hereby amended as set forth below:
 
Item 5. Interest in Securities of the Issuer
 
(a)      The Reporting Persons may be deemed to beneficially own, in the aggregate, 1,116,683 shares of the Common Stock and 561,250 shares of the Common Stock issuable upon exercise of warrants representing approximately 13.3% of the Issuer’s outstanding shares (based upon the 12,060,553 shares stated to be outstanding by the Issuer in the Issuer’s Rule 424(B)(3) prospectus supplement filed on August 14, 2013).
 
(b)      For purposes of this Schedule 13D:
 
Hawkeye Capital Master, a pooled investment vehicle organized as a Cayman Islands series trust, owns 1,116,683 shares of the Common Stock and 561,250 shares of the Common Stock issuable upon exercise of warrants which may be deemed to be beneficially owned by each Reporting Person by virtue of their relationship to Hawkeye Capital Master, and to which Richard A. Rubin has sole voting and dispositive power in his role as Managing Member of Hawkeye Capital Management, LLC, the manager of Hawkeye Capital Master.  Each of Hawkeye and Mr. Rubin disclaims beneficial ownership of such shares for all other purposes.
 
(c)      Hawkeye Capital Master sold shares of the Common Stock via trades on the NASDAQ Global Market as follows: (i) on October 21, 2013, 965,000 shares at a price of $9.5826, which represents the volume-weighted average price of sales at prices ranging from $9.55 to $9.65, and (ii) on October 22, 2013, 1,729 shares at a price of $9.8937, which represents the volume-weighted average price of sales at prices ranging from $9.88 to $10.045.

 
 
 
 
 
CUSIP No. 42365Q103  Schedule 13D/A  Page 6 of 6 Pages 
 
 
SIGNATURE
 
 
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
 
Dated: October 23, 2013
 
 
 
Hawkeye Capital Master
   
   
 
By:  
   /s/ Richard A. Rubin
     
Richard A. Rubin
     
Managing Member of Hawkeye Capital Management, LLC, Manager of Hawkeye Capital Master
 
 
SIGNATURE
 
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
Dated:  October 23, 2013
 
 
Richard A. Rubin
   
   
 
By:  
   /s/ Richard A. Rubin
     
Richard A. Rubin
 
 
SIGNATURE
 
 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
Dated: October 23, 2013
 
 
Hawkeye Capital Management, LLC
   
   
 
By:  
   /s/ Richard A. Rubin
     
Richard A. Rubin
     
Managing Member