X0306 4 2013-04-04 1 0001518749 Azteca Acquisition Corp AZTA 0001278421 FLEISSIG CLIVE 421 N. BEVERLY DRIVE SUITE 300 BEVERLY HILLS, CA 90210 0 1 0 0 Co-CFO and Executive VP Common Stock 2013-04-04 4 J 0 16000 0 D 144000 D Common Stock 2013-04-04 4 D 0 144000 0 D 0 D Warrant (right to purchase) 12.00 2013-04-04 4 D 0 311111 0.50 D Common Stock 311111 311111 D Warrant (right to purchase) 6.00 2013-04-04 4 A 0 311111 D Common Stock 155555 311111 D Warrant (right to purchase) 6.00 2013-04-04 4 S 0 155556 0.50 D Common Stock 77778 155555 D Warrant (right to purchase) 6.00 2013-04-04 4 D 0 155555 D Common Stock 77777 0 D As contemplated in connection with the merger agreement (the "Merger Agreement") between the issuer and Hemisphere Media Group, Inc. ("Hemisphere"), 16,000 shares of common stock held by the reporting person were returned to the issuer for no consideration and cancelled. Disposed of pursuant to the Merger Agreement in exchange for an equal number of Hemisphere Class A Common Stock (the "Hemisphere Class A Stock"). A portion of the Hemisphere Class A Stock are subject to forfeiture in the event the closing sales price of Hemisphere's Class A Stock does not meet the targets described in the Merger Agreement. The warrants would have become exercisable on the later of (i) 30 days after the completion of the issuer's initial business combination (a "Business Combination"), as described in the issuer's prospectus relating to its initial public offering ("IPO"), or (ii) 12 months from the closing of its IPO and would have expired five years after the completion of its Business Combination. The two reported transactions involve an amendment of an outstanding warrant, resulting in the deemed cancellation of the "old" warrant and the acquisition of a replacement warrant. On April 4, 2013, in exchange for $0.50 per warrant, the reporting person agreed to amend the warrant to (1) reduce by 50% the number of shares of common stock for which the warrant is exercisable (from one share to one-half share), with the warrant price being reduced to $6.00 per half share, (2) agreed to waive certain re-pricing rights to would have had, if after the consummation of a Business Combination, the issuer subsequently entered into certain transactions in which the consideration to be received consisted principally of securities of a private company and (3) agreed to amend the issuer's registration obligations in exchange for the ability to exercise the warrants on a cashless basis at the election of the issuer under certain circumstances. 156,556 warrants to purchase 77,778 of the issuer's shares of common stock was sold to the issuer at $0.50 per warrants and cancelled by the issuer. This warrant was assumed by Hemisphere pursuant to the Merger Agreement and replaced with a warrant to purchase 77,777 shares of Hemisphere Class A Stock at $6.00 per share. /s/ Clive Fleissig 2013-04-08