0000950142-17-002134.txt : 20171201 0000950142-17-002134.hdr.sgml : 20171201 20171201172353 ACCESSION NUMBER: 0000950142-17-002134 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171129 FILED AS OF DATE: 20171201 DATE AS OF CHANGE: 20171201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sokol Alan J. CENTRAL INDEX KEY: 0001573403 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35886 FILM NUMBER: 171234978 MAIL ADDRESS: STREET 1: C/O HMG, INC., C/O CINE LATINO, INC. STREET 2: 2000 PONCE DE LEON BLVD, SUITE 500 CITY: CORAL GABLES STATE: FL ZIP: 33134 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 es1701183_4-sokol.xml OWNERSHIP DOCUMENT X0306 4 2017-11-29 0 0001567345 HEMISPHERE MEDIA GROUP, INC. HMTV 0001573403 Sokol Alan J. C/O HEMISPHERE MEDIA GROUP, INC. 4000 PONCE DE LEON BLVD, SUITE 650 CORAL GABLES FL 33146 1 1 0 0 CEO, President Class A Common Stock 2017-11-29 5 J 0 E 250545 0 D 509591 D EMPLOYEE STOCK OPTION (RIGHT TO BUY) 10.2 2017-11-29 5 J 0 E 312500 0 D 2023-04-09 Class A Common Stock 312500 487500 D EMPLOYEE STOCK OPTION (RIGHT TO BUY) 11.9 2026-11-10 Class A Common Stock 300000 300000 D WARRANTS (RIGHT TO PURCHASE) 6 2017-11-29 5 J 0 E 1650 0 D 2013-04-04 2018-04-04 Class A Common Stock 825 1650 D 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. 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. 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. 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. 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. 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. 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 2017-12-01