SEC FORM 4

SEC Form 4

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^*

Sokol Alan J.

(Last)

(First)

(Middle)

C/O HEMISPHERE MEDIA GROUP, INC.

4000 PONCE DE LEON BLVD, SUITE 650

(Street)

CORAL GABLES

33146

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HEMISPHERE MEDIA GROUP, INC. [ HMTV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO, President

3. Date of Earliest Transaction (Month/Day/Year)
11/29/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/29/2017		J⁽¹⁾	V	250,545	D	$0	509,591⁽²⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
EMPLOYEE STOCK OPTION (RIGHT TO BUY)	$10.2	11/29/2017		J⁽¹⁾	V		312,500⁽³⁾	⁽⁴⁾	04/09/2023	Class A Common Stock	312,500	$0	487,500⁽⁵⁾	D
EMPLOYEE STOCK OPTION (RIGHT TO BUY)	$11.9							⁽⁶⁾	11/10/2026	Class A Common Stock	300,000		300,000⁽⁶⁾	D
WARRANTS (RIGHT TO PURCHASE)	$6	11/29/2017		J⁽¹⁾	V		1,650	04/04/2013	04/04/2018⁽⁷⁾	Class A Common Stock	825	$0	1,650	D

Explanation of Responses:

1. The securities of Hemisphere Media Group, Inc. (the "Company") were transferred directly to Mr. Sokol's former spouse as a part of a domestic relations order in a transaction exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-12. This is a volunatry filing.

2. Of these shares, 216,666 are restricted securities which will vest, subject to certain exceptions, as follows: 100,000 shares will vest upon the fair market value of the Company's Class A common stock, par value $0.0001 per share ("Class A common stock") stock price reaching or exceeding $15.00 per share on at least ten trading days (which need not be consecutive) following April 4, 2013, and 116,666 shares will vest in equal annual installments on the second and third anniversary of April 5, 2016.

3. Of the options transferred, 37,500 options to purchase shares of Class A common stock, shall be held by the Reporting Person in constructive trust until the vesting condition for such options is satisfied (as discussed in note 4 below) and since the economic interest in such 37,500 options to purchase Class A common stock has been transferred pursuant to the domestic relations order, the Reporting Person no longer reports as beneficially owned and disclaims ownership over such options held in constructive trust or any of the other securities in which beneficial ownership was transferred to his former spouse as reported herein.

4. Of these options to purchase shares of Class A common stock that have been transferred, 37,500 options will vest upon the fair market value of the Class A common stock price reaching or exceeding $15.00 per share on at least ten trading days (which need not be consecutive) following April 4, 2013.

5. Of these stock options, 212,500 options will vest upon the fair market value of the Class A common stock price reaching or exceeding $15.00 per share on at least ten trading days (which need not be consecutive) following April 4, 2013.

6. Of these stock options, 100,000 options are fully vested, and 200,000 options will vest, subject to certain exceptions, in equal annual installments on the second and third anniversary of April 5, 2016.

7. 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 the Company's Amendment No. 3 to its Registration Statement on Form S-4 filed on March 15, 2013, as subsequently amended, the warrants will expire on April 4, 2018 unless the Company is liquidated prior to such time.

	/s/ Alan J. Sokol	12/01/2017
	** 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).
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