eh1400485_13d-hemisphere.htm

0000950142-16-004760.txt : 20161115 0000950142-16-004760.hdr.sgml : 20161115 20161115172036 ACCESSION NUMBER: 0000950142-16-004760 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20161115 DATE AS OF CHANGE: 20161115 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-87408 FILM NUMBER: 162000592 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sokol Alan J. CENTRAL INDEX KEY: 0001573403 FILING VALUES: FORM TYPE: SC 13D 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 SC 13D 1 eh1601139_13d-sokol.htm SCHEDULE 13D eh1400485_13d-hemisphere.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.__)*

_______________________

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)

Alan J. Sokol

Hemisphere Media Group, Inc.

4000 Ponce de Leon Boulevard, Suite 650

Coral Gables, Florida, 33146

305-421-6364

(Name, Address and Telephone Number of

Person Authorized to Receive Notices

and Communications)

_______________________

November 10, 2016

(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), 1(f) or 1(g), check the following box [ ].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*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

Page 2 of 6

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sokol, Alan J.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS SC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,327,741 (1) (See Item 4 and Item 5)
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 1,052,741 (See Item 4 and Item 5)
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,327,741 (1)(2) (See Item 4 and Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9% (3)
14	TYPE OF REPORTING PERSON IN

______________

(1)		Includes 175,000 shares of restricted Class A common stock granted pursuant to the Hemisphere Media Group, Inc. Amended and Restated 2013 Equity Incentive Plan. The restricted stock will vest in equal annual installments on each of the first three anniversaries of April 5, 2016, subject to the Reporting Person’s continued employment with Hemisphere Media Group, Inc. Also includes 100,000 shares of restricted Class A common stock that 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 (the “Effective Date”).

(2)		Includes 501,091 shares of Class A common stock and 550,000 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of November 10, 2016. Also includes 3,300 warrants exercisable at any time at the option of the Reporting Person into 1,650 shares of Issuer’s Class A common stock. Also does not include (i) 250,000 shares of Class A common stock issuable upon exercise of stock options that 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 the Effective Date and (ii) 300,000 shares of Class A common stock issuable upon exercise of stock options that will vest in equal annual installments on each of the first three anniversaries of April 5, 2016.

(3)		Based on 21,607,230 shares of Issuer’s Class A common stock issued and outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2016 and the sum of 175,000 shares of restricted Class A common stock granted to the Reporting Person as described above and an additional 100,000 shares of restricted Class A common stock granted to other executive officers as described in the Issuer’s Current Report on Form 8-K filed with the SEC on October 28, 2016.

CUSIP No. 42365Q103

SCHEDULE 13D

Page 3 of 6

Item 1. Security and Issuer.

This schedule 13D is being filed by the undersigned with respect to the shares of Class A common stock, $0.0001 par value per share (the “Class A common stock”) of Hemisphere Media Group, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 4000 Ponce de Leon Boulevard, Suite 650, Coral Gables, Florida, 33146.

Item 2. Identity and Background.

	(a)	This schedule 13D is being filed on behalf of Alan J. Sokol (the “Reporting Person”).
	(b)	The principal business address for the Reporting Person is 4000 Ponce de Leon Boulevard, Suite 650, Coral Gables, Florida, 33146.
	(c)	The Reporting Person is the Chief Executive Officer, President and a director on the Issuer’s board of directors (the “Board”).
	(d)	The Reporting Person has not during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
	(e)	The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
	(f)	The Reporting Person is a citizen of the United States.

Item 3. Source and Amount of Funds or Other Consideration.

As a result of the Reporting Person being the Chief Executive Officer and President of the Issuer, the Issuer has issued to the Reporting Person restricted stock awards (“RSAs”) as part of his equity compensation for his service to the Issuer.

The information in Item 4 below is incorporated herein by reference.

Item 4. Purpose of Transaction.

Pursuant to that certain Amended and Restated Employment Agreement, dated as of October 26, 2016, by and between the Reporting Person and the Issuer (the “Employment Agreement”), the Reporting Person was granted 175,000 shares of restricted Class A common stock, which will vest in equal annual installments on each of the first three anniversaries of April 5, 2016. Additionally, it is currently expected that consistent with the terms of the Employment Agreement and past practice, that there may be future issuances of RSAs and options to purchase Class A common stock (“Options”) to the Reporting Person. It is currently expected that employees, consultants and directors of the Issuer may receive future awards of RSAs and Options by the Issuer (as well as continue to vest into existing Options and RSA grants) consistent with past practice, and as Chief Executive Officer, President and member of the Board, the Reporting Person will evaluate any such issuances.

It is the current intent of the Issuer to continue to grow through strategic acquisitions, and as Chief Executive Officer, President and member of the Board, the Reporting Person reviews and evaluates potential transactions and the consideration used, which may include Class A common stock.

Except as described above, The Reporting Person presently has no plans or proposals which relate to or would result in any action enumerated in subparagraphs (a) through (j) of the instructions for Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a) and (b) The Reporting Person is the beneficial owner of 1,052,741 shares of Class A common stock representing approximately 5.9% of the Class A common stock, including 501,091 shares of the Issuer’s Class A common stock, 3,300 warrants exercisable at any time at the option of the Reporting Person into 1,650 shares of the Issuer’s Class A common stock and 550,000 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of November 10, 2016. The Reporting Person has sole power to direct the voting of (i) 175,000 shares of restricted Class A common stock that will vest in equal annual installments on each of the first three anniversaries

CUSIP No. 42365Q103

SCHEDULE 13D

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of April 5, 2016 and (ii) 100,000 shares of restricted Class A common stock that 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. Percentage ownership is based on 21,607,230 shares of the Issuer’s Class A common stock issued and outstanding as of November 7, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2016, and the sum of 175,000 shares of restricted Class A common stock granted to the Reporting Person as described above and an additional 100,000 shares of restricted Class A common stock granted to other executive officers as described in the Issuer’s Current Report on Form 8-K filed with the SEC on October 28, 2016. On a fully diluted basis, assuming conversion of all shares of the Issuer’s Class B common stock, $0.0001 par value per share (“Class B common stock”), into shares of Class A common stock, the Reporting Person owns approximately 3.1% of the Issuer’s capital stock.

(c) In October 2016, in order to provide liquidity options (the “Liquidity Transactions”) to its limited partners, InterMedia Partners VII, L.P. (“IMP”) offered its limited partners several alternatives with respect to the Class B common stock and warrants to purchase shares of Class A common stock (“Warrants” and, together with the Class B common stock, the “HMG Equity”), owned by IMP, and its wholly-owned subsidiary, InterMedia Cine Latino, LLC (“IMCL” and together with IMCL, “IM”). As a limited partner of IMP, the Reporting Person elected the option to receive an in-kind pro rata distribution of HMG Equity. At the closing of the Liquidity Transactions, the Reporting Person received 44,538 shares of the Issuer’s Class A common stock and 3,300 warrants exercisable for 1,650 shares of the Issuer’s Class A common stock. IMP retained shares of the Issuer’s Class A common stock subject to forfeiture unless the last sale price of Class A common stock equals or exceeds $15.00 per share for any 20 trading days within at least one 30-trading day period before April 4, 2018 (the “Vesting Condition”). Upon the satisfaction of the Vesting Condition, the Reporting Person will receive his pro rata portion of such forfeiture shares held by IMP.

(d) and (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Indemnification Agreement

Issuer has entered into indemnification agreements with its directors, officers and key employees that may, in certain cases, be broader than the specific indemnification provisions contained in its amended and restated certificate of incorporation and amended and restated bylaws. The indemnification agreements requires the Issuer, among other things, to indemnify such officers, directors and key employees against certain liabilities that may arise by reason of their status or service as directors, officers or key employees of the Issuer or of another entity at the request of the Issuer and to advance the expenses incurred by such parties as a result of any threatened claims or proceedings brought against them as to which they could be indemnified.

Employment Agreement

In addition, the Reporting Person is party to the Employment Agreement, pursuant to which the Reporting Person was granted the RSAs and 300,000 Options on November 10, 2016.

Award Agreements

The terms of the RSAs are set forth in the Restricted Stock Award Agreement by and between the Reporting Person and the Issuer and are subject to the Plan. In addition, the Reporting Person is party to a Nonqualified Stock Option Award Agreement with the Issuer pursuant to which the Reporting Person was granted 300,000 Options, all of which will vest later than 60 days after November 10, 2016, and are subject to the Plan. Pursuant to the applicable award agreement, the Options and the RSAs will vest in full upon the Reporting Person’s termination without Cause (as defined in the Employment Agreement), for Good Reason (as defined in the Employment Agreement) or by reason of the Reporting Person’s death or disability or the expiration of the Employment Agreement

The foregoing descriptions of the indemnification agreement, the Employment Agreement and the award agreements with the Reporting Person do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, in the case of the indemnification agreement and the Employment Agreement, and the full text of the form of agreement, in the case of the award agreements, and the Plan, which are incorporated by reference herein.

CUSIP No. 42365Q103

SCHEDULE 13D

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Item 7. Material to be Filed as Exhibits.

The following documents filed as exhibits are hereby incorporated by reference herein.

	Exhibit 1	Hemisphere Media Group, Inc. Amended and Restated 2013 Equity Incentive Plan (incorporated herein by reference to Appendix A to the Company’s Definitive Proxy Statement for its 2016 Annual Meeting of Stockholders filed with the SEC on May 16, 2016).

	Exhibit 2	Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.1 to Amendment No. 3 to the Issuer’s Registration Statement on Form S-4 filed with the SEC on March 15, 2013 (File No. 333-186210)).

	Exhibit 3	Form of Nonqualified Stock Option Award Agreement.

	Exhibit 4	Form of Restricted Stock Award Agreement.

	Exhibit 5	Amended and Restated Employment Agreement, dated as of October 26, 2016, by and between Hemisphere Media Group, Inc. and Alan J. Sokol (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 28, 2016).

CUSIP No. 42365Q103

SCHEDULE 13D

Page 6 of 6

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 15, 2016



	By:	/s/ Alan J. Sokol
		Name: Alan J. Sokol
		Title: Chief Executive Office, President and Director of the Issuer

EX-99 2 eh1601139_ex03.htm EXHIBIT 3

EXHIBIT 3

HEMISPHERE MEDIA GROUP, INC.

AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AWARD AGREEMENT

THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (the “Agreement”), is made, effective as of ____________ (hereinafter the “Date of Grant”), between Hemisphere Media Group, Inc. (the “Company”), and ____________ (the “Participant”).

R E C I T A L S:

WHEREAS, the Company has adopted the Hemisphere Media Group, Inc. Amended and Restated 2013 Equity Incentive Plan (the “Plan”), pursuant to which awards of Options may be granted; and

WHEREAS, the Compensation Committee of the Board of Directors (“Board”) of the Company (the “Committee”) has determined that it is in the best interests of the Company and its stockholders to grant to the Participant an award of Options as provided herein and subject to the terms set forth herein. For purposes of this Agreement, references to the Committee will be deemed to refer to the Company’s Board and/or the 162(m) Sub-Committee at any time that there is no constituted Compensation Committee.

NOW THEREFORE, for and in consideration of the premises and the covenants of the parties contained in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:

1.	Grant of Option.

(a) Grant. The Company hereby grants to the Participant an Option (the “Option”) to purchase ________shares of Common Stock (such shares, the “Option Shares”), on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan. The Option is not intended to qualify as an Incentive Stock Option. The Exercise Price, being the price at which the Participant shall be entitled to purchase the Option Shares upon the exercise of all or any portion of the Option, shall be $______ per Option Share.

(b) Incorporation by Reference, Etc. The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. In the event of a conflict between the Plan and this Agreement, the terms and conditions of this Agreement shall govern. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be

binding and conclusive upon the Participant and his legal representative in respect of any questions arising under the Plan or this Agreement.

(c) Vesting. Except as may otherwise be provided herein, subject to the Participant’s continued employment with the Company or an Affiliate, the Option shall become vested and exercisable in equal installments on each of the first _______ anniversaries of the Date of Grant. Notwithstanding the foregoing, if Participant’s employment with the Company is terminated by the Company without Cause (as such term is defined in the Employment Agreement), due to death or Disability (as such term is defined in the Employment Agreement), upon the Expiration Date (as such term is defined in the Employment Agreement) or if Executive terminates his employment for Good Reason (as such term is defined in the Employment Agreement), then the vesting of the Options shall accelerate such that 100% of the Options shall be immediately vested and exercisable. For purposes of this Agreement, “Employment Agreement” means that certain Employment Agreement between the Participant and the Company, dated as of _______.

2. Transferability. The Option may not be assigned, alienated, pledged, attached, sold, gifted, loaned or otherwise transferred or encumbered by the Participant other than by will or by the laws of descent and distribution, pursuant to a qualified domestic relations order or as otherwise permitted under the Plan. In the event of the Participant’s death, the Option shall thereafter be exercisable (to the extent otherwise exercisable hereunder) only by the Participant’s executors or administrators. In addition, the Participant agrees to comply with any written holding requirement policy adopted by the Company for employees.

3. Termination of Employment. Except as otherwise provided herein (or as otherwise provided in an employment, consulting or other written agreement between the Participant and the Company or any of its Affiliates), if the Participant’s employment or service with the Company or any Affiliate, as applicable, terminates for any reason, then the unvested portion of the Option shall be cancelled immediately and the Participant shall immediately forfeit any rights to the Option Shares subject to such unvested portion.

4.	Expiration.

(a) In no event shall all or any portion of the Option be exercisable after the tenth anniversary of the Date of Grant (the “Option Period”).

(b) Except as otherwise provided herein (or as otherwise provided in an employment, consulting or other written agreement between the Participant and the Company or any of its Affiliates), if the Participant’s employment or service with the Company and all Affiliates is terminated (i) by the Company or its Affiliates without Cause, by the Participant for Good Reason or upon the Expiration Date, the Option shall expire on the earlier of (A) the last day of the Option Period or (B) the date that is one year after the date of such termination, or (ii) by the Participant for any reason other than at a time when grounds to terminate the Participant’s employment for Cause exist, the Option shall expire on the earlier of the last day of the Option Period or the date that is one year after the date of such termination. In the event of a termination described in this subsection (b), the Option shall remain exercisable by the

Participant until its expiration only to the extent the Option was exercisable at the time of such termination.

(c) Except as otherwise provided herein (or as otherwise provided in an employment, consulting or other written agreement between the Participant and the Company or any of its Affiliates), if the Participant dies or is terminated on account of Disability prior to the end of the Option Period and while still in the employ or service of the Company or an Affiliate, the Option shall remain exercisable by the Participant or his or her beneficiary, as applicable, until the earlier of the last day of the Option Period or the date that is one year after the date of death or termination on account of Disability of the Participant, as applicable. In the event of a termination described in this subsection (c), the Option shall remain exercisable by the Participant until its expiration only to the extent the Option was exercisable at the time of such termination.

(d) Except as otherwise provided in an employment, consulting or other written agreement between the Participant and the Company or any of its Affiliates, if the Participant ceases employment or service of the Company or any of its Affiliates due to a termination for Cause or a termination by the Participant for any reason at a time when grounds to terminate the Participant’s employment for Cause exist, the Option (including any vested portion of the Option) shall expire immediately upon such cessation of employment or service.

5.	Method of Exercise.

(a) Options which have become exercisable may be exercised by delivery of a duly executed written notice of exercise to the Company at its principal business office using such form(s) as may be required from time to time by the Company. The Participant may obtain such form(s) by contacting the Legal Department at the address set forth in Section 8(a) below.

(b) No Option Shares shall be delivered pursuant to any exercise of the Option until payment in full of the Exercise Price therefor is received by the Company in accordance with Section 7(d) of the Plan and the Participant has paid to the Company an amount equal to any federal, state, local and non-U.S. income and employment taxes required to be withheld.

(c) Subject to applicable law, the Exercise Price and applicable tax withholding shall be payable by (i) cash or cash equivalents (including certified check or bank check or wire transfer of immediately available funds), (ii) tendering previously acquired Common Stock (either actually or by attestation) valued at their then Fair Market Value and (iii) such other method which is approved by the Committee. Any fractional shares of Common Stock shall be settled in cash.

6. Rights as a Shareholder. The Participant shall not be deemed for any purpose to be the owner of any Option Shares unless, until and to the extent that (i) this Option shall have been exercised pursuant to its terms, (ii) the Company shall have issued and delivered to the Participant the Option Shares, and (iii) the Participant’s name shall have been entered as a shareholder of record with respect to such Option Shares on the books of the Company.

7. Tax Withholding. The exercise of the Option (or any portion thereof) shall be subject to the Participant satisfying any applicable federal, state, local and foreign tax withholding obligations. The Company shall have the power and the right to deduct or withhold from all amounts payable to the Participant in connection with the Option or otherwise, or require the Participant to remit to the Company, an amount sufficient to satisfy any applicable taxes required by law. In addition, unless required pursuant to the terms of an employment, consulting or other written agreement between the Participant and the Company or any of its Affiliates, the Committee may permit the Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of Option Shares otherwise issuable or deliverable pursuant to the exercise of the Option Shares a number of shares with a Fair Market Value equal to such withholding liability (but no more than the minimum required statutory withholding liability). The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to the Participant.

8.	Miscellaneous.

(a) Notices. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service or personal delivery:

if to the Company:	Hemisphere Media Group, Inc. 4000 Ponce de Leon Blvd., Suite 650 Coral Gables, FL 33146 Attention: Legal Department

if to the Participant:	at the Participant’s last known address on file with the Company.

All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial courier service; five business days after being deposited in the mail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied.

(b) Clawback/Forfeiture. If the Participant receives any amount in excess of what the Participant should have received with respect to the Option Shares by reason of a financial restatement, mistake in calculations or other administrative error, in each case, as determined by the Company’s auditors, then the Participant shall be required to repay any such excess amount to the Company upon 30 days prior written demand by the Committee. To the extent required by applicable law (including without limitation Section 304 of the Sarbanes Oxley Act and Section

954 of the Dodd Frank Act), the Option Shares shall be subject to any required clawback, forfeiture or similar requirement.

(c) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

(d) No Rights to Service. Nothing contained in this Agreement shall be construed as giving the Participant any right to be retained, in any position as an employee, consultant or director of the Company or its Affiliates or shall interfere with or restrict in any way the rights of the Company or its Affiliates, which are hereby expressly reserved, to remove, terminate or discharge the Participant at any time for any reason whatsoever.

(e) Bound by Plan. By signing this Agreement, the Participant acknowledges that he has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan.

(f) Beneficiary. The Participant may file with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Participant, the executor or administrator of the Participant’s estate shall be deemed to be the Participant’s beneficiary.

(g) Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant.

(h) Section 409A. The Option is intended to be exempt from or comply with Section 409A of the Code and this Agreement shall be interpreted consistent therewith. This Agreement is subject to Section 14(t) of the Plan.

(i) Electronic Delivery. By executing this Agreement, the Participant hereby consents to the electronic delivery of prospectuses, annual reports and other information required to be delivered by Securities and Exchange Commission rules. This consent may be revoked in writing by the Participant at any time upon three business days’ notice to the Company, in which case subsequent prospectuses, annual reports and other information will be delivered in hard copy to the Participant.

(j) Securities Laws. The Participant agrees that the obligation of the Company to issue Option Shares shall also be subject, as conditions precedent, to compliance with applicable provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, state securities or corporation laws, rules and regulations under any of the foregoing and applicable requirements of any securities exchange upon which the Company’s securities shall be listed.

(k) Entire Agreement. This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto. No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto.

(l) Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of Delaware.

(m) Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.

(n) Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[Remainder of page intentionally blank]

IN WITNESS WHEREOF, this Agreement has been executed by the Company and the Participant as of the day first written above.

	HEMISPHERE MEDIA GROUP, INC.


	By:
		Name:
		Title:



	[PARTICIPANT]

EX-99 3 eh1601139_ex04.htm EXHIBIT 4

EXHIBIT 4

HEMISPHERE MEDIA GROUP, INC.
AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), is made, effective as of _______________ (hereinafter the “Date of Grant”), between Hemisphere Media Group, Inc. (the “Company”), and ___________ (the “Participant”).

R E C I T A L S:

WHEREAS, the Company has adopted the Hemisphere Media Group, Inc. Amended and Restated 2013 Equity Incentive Plan (the “Plan”), pursuant to which awards of Restricted Stock may be granted; and

WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “Committee”) has determined that it is in the best interests of the Company and its stockholders to grant to the Participant an award of Restricted Stock as provided herein and subject to the terms set forth herein.

1. Grant of Restricted Stock. The Company hereby grants on the Date of Grant to the Participant a total of ______ shares of Restricted Stock (the “Restricted Shares”), on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan. The Restricted Shares shall vest in accordance with Section 3.

2. Incorporation by Reference, Etc. The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. In the event of a conflict between the Plan and this Agreement, the terms and conditions of this Agreement shall govern. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Participant and his legal representative in respect of any questions arising under the Plan or this Agreement.

3. Terms and Conditions.

(a) Vesting and Forfeiture. The Restricted Shares subject hereto shall be one hundred percent (100%) unvested as of the Date of Grant. Except as otherwise provided

in the Plan and this Agreement, subject to the Participant’s continued employment with the Company, the Restricted Shares shall vest and become non-forfeitable in equal installments on each of the first _______ anniversaries of the Date of Grant. Notwithstanding the foregoing, if Participant's employment with the Company is terminated by the Company without Cause (as such term is defined in the Employment Agreement), due to death or Disability (as such term is defined in the Employment Agreement), upon the Expiration Date (as such term is defined in the Employment Agreement), or if Executive terminates his employment for Good Reason (as such term is defined in the Employment Agreement), then 100% of the Restricted Shares shall vest and become non-forfeitable. For purposes of this Agreement, “Employment Agreement” means that certain Employment Agreement between the Participant and the Company, dated as of ___________.

(b) Transfer Restrictions; Holding Requirement. Prior to the Restricted Shares vesting in accordance with Section 3(a) hereof, unvested Restricted Shares granted hereunder may not be sold, pledged, loaned, gifted or otherwise transferred (other than by will or the laws of descent and distribution) and may not be subject to lien, garnishment, attachment or other legal process. In addition, the Participant agrees to comply with any written holding requirement policy adopted by the Company for employees.

(c) Issuance. The Restricted Shares shall be issued by the Company and shall be registered in the Participant’s name on the stock transfer books of the Company promptly after the date hereof in book-entry form, subject to the Company’s directions at all times prior to the date the Restricted Shares vest. As a condition to the receipt of the Restricted Shares, the Participant shall at the request of the Company deliver to the Company one or more stock powers, duly endorsed in blank, relating to the Restricted Shares. The Committee may cause a legend or legends to be put on any stock certificate relating to the Restricted Shares to make appropriate reference to such restrictions as the Committee may deem advisable under the Plan or as may be required by the rules, regulations, and other requirements of the Securities and Exchange Commission, any exchange that lists the Restricted Shares, and any applicable federal or state laws.

(d) Effect of Termination of Employment. Except as otherwise provided herein (or in an employment, consulting or other written agreement between the Participant and the Company or any of its Affiliates), if the Participant’s employment with the Company terminates for any reason prior to the Restricted Shares vesting in accordance with Section 3(a) hereof, any unvested Restricted Shares shall be forfeited without consideration to the Participant on the date of termination of employment.

(e) Rights as a Stockholder; Dividends. The Participant shall be the record owner of the Restricted Shares unless and until such shares are forfeited pursuant to Section 3(d) hereof or sold or otherwise disposed of, and as record owner shall be entitled to all rights of a common stockholder of the Company, including, without limitation, voting rights, if any, with respect to the Restricted Shares; provided, that any cash or in-kind dividends paid with respect to unvested Restricted Shares shall be withheld by the Company and shall be paid to the Participant, without interest, only when, and if, such Restricted Shares shall become vested.

(f) Taxes and Withholding. The Participant shall be responsible for all income taxes payable in respect of the Restricted Shares. Upon the vesting of the Restricted Shares, the Participant shall be required to pay to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the Restricted Shares or from any compensation or other amounts owing to the Participant, the amount (in cash, Restricted Shares, other securities or other property) of any required withholding taxes in respect of the Restricted Shares, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, unless required pursuant to the terms of an employment, consulting or other written agreement between the Participant and the Company or any of its Affiliates, the Committee may permit the Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of Restricted Shares otherwise issuable or deliverable pursuant to the vesting of the Restricted Shares a number of shares with a Fair Market Value equal to such withholding liability (but no more than the minimum required statutory withholding liability). The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to Participant.

4. Miscellaneous.

if to the Company:

Hemisphere Media Group, Inc.
4000 Ponce de Leon Blvd., Suite 650
Coral Gables, FL 33146
Attention: Legal Department

if to the Participant:

at the Participant’s last known address on file with the Company.

(b) Clawback/Forfeiture. If the Participant receives any amount in excess of what the Participant should have received with respect to the Restricted Shares by reason of a financial restatement, mistake in calculations or other administrative error, in each case, as determined by the Company’s auditors, then the Participant shall be required to repay any such excess amount to the Company upon 30 days prior written demand by the Committee.

To the extent required by applicable law (including without limitation Section 304 of the Sarbanes Oxley Act and Section 954 of the Dodd Frank Act), the Restricted Shares shall be subject to any required clawback, forfeiture or similar requirement.

(h) Section 409A. It is intended that the Restricted Shares be exempt from or comply with Section 409A of the Code and this Agreement shall be interpreted consistent therewith. This Agreement is subject to Section 14(t) of the Plan.

(j) Securities Laws. The Participant agrees that the obligation of the Company to issue Restricted Shares shall also be subject, as conditions precedent, to compliance with applicable provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, state securities or corporation laws, rules and regulations under any of the foregoing and applicable requirements of any securities exchange upon which the Company’s securities shall be listed.

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IN WITNESS WHEREOF, this Agreement has been executed by the Company and the Participant as of the day first written above.

	HEMISPHERE MEDIA GROUP, INC.


	By:
		Name:
		Title:



	[PARTICIPANT]