0001104659-22-099665.txt : 20220913 0001104659-22-099665.hdr.sgml : 20220913 20220913163612 ACCESSION NUMBER: 0001104659-22-099665 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220913 FILED AS OF DATE: 20220913 DATE AS OF CHANGE: 20220913 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kern Peter M CENTRAL INDEX KEY: 0001335751 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35886 FILM NUMBER: 221241164 MAIL ADDRESS: STREET 1: C/O EXPEDIA, INC. STREET 2: 333 108TH AVENUE NE CITY: BELLEVUE STATE: WA ZIP: 98004 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 4000 PONCE DE LEON BLVD., SUITE 650 CITY: CORAL GABLES STATE: FL ZIP: 33146 BUSINESS PHONE: 305-421-6364 MAIL ADDRESS: STREET 1: 4000 PONCE DE LEON BLVD., SUITE 650 CITY: CORAL GABLES STATE: FL ZIP: 33146 4 1 tm2225584-10_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-09-13 1 0001567345 HEMISPHERE MEDIA GROUP, INC. HMTV 0001335751 Kern Peter M C/O HEMISPHERE MEDIA GROUP, INC. 4000 PONCE DE LEON BLVD., SUITE 650 CORAL GABLES FL 33146 1 0 1 0 Class A Common Stock 2022-09-13 4 D 0 271362 7.00 D 0 D Class B Common Stock 2022-09-13 4 J 0 15744913 0 D Class A Common Stock 15744913 15744913 I By Gato Investments LP Class B Common Stock 2022-09-13 4 D 0 650000 7.00 D Class A Common Stock 650000 0 D Class B Common Stock 2022-09-13 4 D 0 15744913 0 D Class A Common Stock 15744913 0 I By HWK Parent, LLC Under the Agreement and Plan of Merger, dated as of May 9, 2022 (the "Merger Agreement"), by and among the Issuer, Hemisphere Media Holdings, LLC ("Holdings LLC"), HWK Parent, LLC, HWK Merger Sub 1, Inc. ("Merger Sub 1"), and HWK Merger Sub 2, LLC ("Merger Sub 2"), (a) Merger Sub 1 merged with and into the Issuer, with the Issuer surviving as the surviving corporation (the "Merger") and (b) substantially simultaneously with the Merger, Merger Sub 2 merged with and into Holdings LLC, with Holdings LLC surviving as the surviving company (together with the Merger, the "Mergers"). In the Mergers, each share of the Issuer's Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), and Class B Common Stock, par value $0.0001 per share ("Class B Common Stock" and together with the Class A Common Stock, the "Hemisphere Common Stock"), issued and outstanding immediately prior to the effective time of the Mergers, other than certain excluded shares pursuant to the terms of the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $7.00 per share of Hemisphere Common Stock, payable to the holder thereof, without interest, subject to and in accordance with the terms and conditions of the Merger Agreement. The 15,744,913 shares of Class B Common Stock held by HWK Parent, LLC and 29,697 of the shares of Class A Common Stock held directly by Mr. Kern were excluded shares pursuant to the Merger Agreement and were cancelled for no consideration. In accordance with the terms of the amended and restated certificate of incorporation of the Issuer, each share of Class B Common Stock was 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 had no expiration date. These shares of Class B Common Stock were owned directly by Gato Investments LP ("Gato Investments"), and indirectly by Gemini Latin Holdings, LLC (the "General Partner"), as general partner of Gato Investments, and Mr. Kern, as the managing member of the General Partner. These securities were transferred by Gato Investments to HWK Parent, LLC ("HWK Parent"), a wholly-owned subsidiary of Gato Investments, and such shares were then owned directly by HWK Parent, and indirectly by the General Partner, as general partner of Gato Investments, and Mr. Kern, as the managing member of the General Partner. The General Partner, as well as Mr. Kern, disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein. /s/ Craig D. Fischer, Attorney-in-Fact 2022-09-13