0001104659-22-099671.txt : 20220913
0001104659-22-099671.hdr.sgml : 20220913
20220913163943
ACCESSION NUMBER: 0001104659-22-099671
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: Presburger Paul Leon
CENTRAL INDEX KEY: 0001854779
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35886
FILM NUMBER: 221241189
MAIL ADDRESS:
STREET 1: 4000 PONCE DE LEON BLVD.
STREET 2: SUITE 650
CITY: CORAL GABLES
STATE: FL
ZIP: 33146
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
tm2225584-11_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2022-09-13
1
0001567345
HEMISPHERE MEDIA GROUP, INC.
HMTV
0001854779
Presburger Paul Leon
C/O HEMISPHERE MEDIA GROUP, INC.
4000 PONCE DE LEON BLVD., SUITE 650
CORAL GABLES
FL
33146
0
1
0
0
Officer of Subsidiary Division
Class A Common Stock
2022-09-13
4
D
0
179885
7.00
D
0
D
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.
/s/ Craig D. Fischer, Attorney-in-Fact
2022-09-13