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* InterMedia Partners VII LP (Last) (First) (Middle) C/O INTERMEDIA PARTNERS, L.P. 405 LEXINGTON AVENUE, 48TH FLOOR (Street) NEW YORK NY 10174 (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)

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(1)	CLASS A COMMON STOCK	211,046	$6	I(4)	BY INTERMEDIA CINE LATINO, LLC
WARRANTS (RIGHT TO PURCHASE)	04/04/2013	04/04/2018(1)	CLASS A COMMON STOCK	722,360	$6	D(3)
CLASS B COMMON STOCK	(2)	(2)	CLASS A COMMON STOCK	5,969,581	(2)	I(4)	BY INTERMEDIA CINE LATINO, LLC
CLASS B COMMON STOCK	(2)	(2)	CLASS A COMMON STOCK	20,432,462	(2)	D(3)

1. Name and Address of Reporting Person* InterMedia Partners VII LP (Last) (First) (Middle) C/O INTERMEDIA PARTNERS, L.P. 405 LEXINGTON AVENUE, 48TH FLOOR (Street) NEW YORK NY 10174 (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* InterMedia Cine Latino, LLC (Last) (First) (Middle) C/O INTERMEDIA PARTNERS, L.P. 405 LEXINGTON AVENUE, 48TH FLOOR (Street) NEW YORK NY 10174 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* InterMedia Partners, L.P. (Last) (First) (Middle) 405 LEXINGTON AVENUE, 48TH FLOOR (Street) NEW YORK NY 10174 (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. 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 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 Hemisphere Media Group, Inc. (the "Company") is liquidated prior to such time.

2. In accordance with the terms of the Company's amended and restated certificate of incorporation, each share of the Company's Class B common stock, par value $0.0001 per share, is convertible in whole or in part at any time at the holder's election into an equal number of fully paid and non-assessable shares of Class A common stock, and has no expiration date.

3. The reported securities are owned directly by InterMedia Partners VII, L.P. ("IM"), and indirectly by InterMedia Partners, L.P. ("GP"), as general partner of IM, Leo Hindery, Jr., as manager of GP and Peter M. Kern, as manager of GP. GP, as well as Messrs. Hindery and Kern disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

4. The reported securities are owned directly by InterMedia Cine Latino, LLC ("IM Cine"), and indirectly by InterMedia Partners VII, L.P. ("IM"), as the sole member, InterMedia Partners, L.P. ("GP"), as general partner of IM, Leo Hindery, Jr., as manager of GP and Peter M. Kern, as manager of GP. GP, as well as Messrs. Hindery and Kern disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

Remarks:

This report is filed jointly by IM, IM Cine and GP, all of whom are 10% owners. IM also may be deemed a director by virtue of InterMedia Espanol Holdings, LLC's, its wholly-owned subsidiary, right to nominate (i) two Class I representatives to serve on the Company's board of directors ("Board"), (ii) one Class II representative to serve on the Board and (iii) one Class III director to serve on the Board. Messrs. Hindery and Kern currently serve as IM's Class I representatives on the Board, James M. McNamara currently serves as IM's Class I representative on the Board and Vincent L. Sadusky currently serves as IM's Class II representative on the Board. ** Exhibit 24.1: Power of Attorney

	/s/ Peter M. Kern	04/04/2013
	/s/ Peter M. Kern	04/04/2013
	/s/ Peter M. Kern	04/04/2013
	** Signature of Reporting Person	Date
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