SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

Hemisphere Media Group, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

42365Q103

(CUSIP Number)

Jonathan Brolin

Edenbrook Capital, LLC

116 Radio Circle

Mount Kisco, NY 10549

(914) 239-3117

with a copy to:

Eleazer Klein, Esq.

Adriana Schwartz, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

September 12, 2022

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

(Page 1 of 5 Pages)

______________________________

* 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 5 Pages

1	NAME OF REPORTING PERSON Edenbrook Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 3,089,289
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 3,089,289
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 3,089,289
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.83%
14	TYPE OF REPORTING PERSON IA, OO

CUSIP No. 42365Q103 SCHEDULE 13D/A Page 3 of 5 Pages

1	NAME OF REPORTING PERSON Jonathan Brolin
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
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 3,089,289
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 3,089,289
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 3,089,289
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.83%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 42365Q103 SCHEDULE 13D/A Page 4 of 5 Pages

This Amendment No. 9 (“Amendment No. 9”) amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on May 18, 2020, as subsequently amended on Schedule 13D (as amended thereby and hereby, the “Schedule 13D”), with respect to the Class A Common Stock, par value $0.0001 (the “Class A Common Stock”) of Hemisphere Media Group, Inc. (the “Issuer”). Capitalized terms used herein and not otherwise defined in this Amendment No. 9 have the meanings set forth in the Schedule 13D. This Amendment No. 9 amends Items 4, 5(a) and 7 as set forth below.

Item 4. PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

On September 12, 2022, Edenbrook sent the letter (the “September 12 Letter”) to Peter Kern, the Chairman of the Board, in the press release attached as Exhibit F, which is incorporated herein by reference.

Edenbrook has taken all necessary steps to perfect its appraisal rights under Delaware law with respect to the Take Private.

Item 5.

INTEREST IN SECURITIES OF THE ISSUER

Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows: As of the date hereof, Edenbrook and Mr. Brolin may be deemed to be the beneficial owners of 3,089,289 shares of Class A Common Stock, constituting 14.83% of the shares of Class A Common Stock, based upon 20,827,861 shares of Class A Common Stock outstanding as of August 5, 2022, based on the information set forth in the Current Report on Form 8-K filed by the Issuer on September 8, 2022.

Item 7. MATERIAL TO BE FILED AS EXHIBITS

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

Exhibit F September 12 Letter.

CUSIP No. 42365Q103 SCHEDULE 13D/A Page 5 of 5 Pages

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: September 12, 2022

EDENBROOK CAPITAL, LLC

By:	/s/ Jonathan Brolin
Name:	Jonathan Brolin
Title:	Managing Member

By:	/s/ Jonathan Brolin
	JONATHAN BROLIN

EX-99

EXHIBIT F

September 12, 2022

Peter Kern

Chairman of the Board

Hemisphere Media Group, Inc.

c/o InterMedia Advisors, LLC

228 Park Avenue South, PMB 67521

New York, NY 10003-1502

Dear Peter:

Last Thursday was a sad day for shareholder democracy. After market close on September 8, 2022, Hemisphere Media Group, Inc. (“the Company” or “Hemisphere”), for which you serve as Chairman, issued a press release with, what we believe to be, the misleading title “Hemisphere Media Group Stockholders Approve Acquisition by Gato Investments LP, a Portfolio Investment of Searchlight Capital Partners, L.P.” Further, the body of that press release claims that “Hemisphere Media Group, Inc.… today announced that its stockholders approved the acquisition of the Company by a subsidiary of Gato Investments LP (“Gato”), a portfolio investment of Searchlight Capital Partners, L.P. (“Searchlight”).”

Why is this misleading? Because the majority of the stockholders of the Company’s publicly traded Class A shares voted against the transaction for the Company to be taken private by insiders at a price that we believe (as we evidence in our prior letters, here, here and here) significantly undervalues the Company (the “Insider Takeover”). As shown in the Form 8-K filed by the Company that same afternoon, 11,884,980 shares were voted against the merger. These 'No' votes were presumably (and logically) all Class A stockholders because the privately held, super-voting Class B shares are all held by insiders who presumably supported the deal (and because that’s how the math works out when you back out the B share count). Per the same document, there were 20,827,861 Class A shares outstanding as of the August 5, 2022 record date. So over 57% of the public Class A stockholders voted against the deal. But that number is even higher, because the Class A share count includes over 1,950,000 shares held by officers, directors and insiders of the Company, per Bloomberg data. Which means if you exclude those insiders who are not disinterested stockholders in the traditional sense, then it seems 63% of public stockholders likely voted against the deal. 

Yet you claim that stockholders “approved the acquisition.” The only reason this deal was “approved” is because you have included the Class B stockholders, with their 10 votes per privately held share, in the calculation. While it is true that your calculation excludes the shares held by insider Searchlight, the largest beneficiary of the Insider Takeover, we believe it is also true that all Class B shareholders, not just Searchlight, are interested parties who stand to benefit from the transaction and should have been excluded from the count, and had you not included the Class B shareholders in your calculation, the vote tally would have been 63% against the merger. Had the proxy advisory firms publicly opined on this Insider Takeover, which clearly benefits the few at the expense of the many, we strongly believe they would have recommended shareholders vote “No” and that, in turn, the passive public holders in the Company would have voted No as well. Because the fundamental question remains: Why would a stockholder, unless such stockholder was an interested stockholder, support a transaction with a confirmably low valuation (see our previous letters) while simultaneously ignoring or rejecting higher bids for the Company?

We believe that this transaction which you have led, and stand to benefit from disproportionately as an insider, exemplifies terrible corporate governance and an abrogation of fiduciary responsibility by the Board of Directors of the Company. As we’ve laid out in previous letters to you and the Special Committee, you had better paths to go down, you simply chose not to pursue them. You could have sold your streaming business Pantaya separately in a more public auction, rather than giving it to other insiders in a sweetheart deal. You could have kept the cheap, highly cash-generative remainder of the Company as a standalone public company so that all public stockholders could have benefitted from future value creation. Instead you chose the expedient and, in our view, self-serving path: after driving the stock down through a botched secondary and poor communication (see our previous letters), you allowed insiders to benefit from the very chaos they created and effectively swipe the company from the public shareholders who had financed the very businesses the insiders are getting for a song, while blocking other bidders from paying a higher price.

Sincerely,

Jonathan Brolin

Founder and Managing Partner