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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| WARRANTS (RIGHT TO PURCHASE) | $ 6 (1) | 03/12/2014 | P | 126,000 | 04/04/2013(1) | (2) | Class A common Stock | 63,000 | $ 1.25 | 170,430 (3) | D | ||||
| WARRANTS (RIGHT TO PURCHASE) | $ 6 (1) | 03/13/2014 | P | 24,000 | 04/04/2013(1) | (2) | Class A common Stock | 12,000 | $ 1.28 | 194,430 (3) | D | ||||
| WARRANTS (RIGHT TO PURCHASE) | $ 6 (1) | 03/14/2014 | P | 25,000 | 04/04/2013(1) | (2) | Class A common Stock | 12,500 | $ 1.3 | 219,430 (3) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| McNamara James Marvin C/O HEMISPHERE MEDIA GROUP, INC. 2000 PONCE DE LEON BLVD., SUITE 500 CORAL GABLES, FL 33134 |
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| /s/ Craig D. Fischer, Attorney-in-fact | 03/14/2014 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Warrants of Hemisphere Media Group, Inc. (the "Company"), are exercisable at $6.00 per half share of the Company's Class A common stock, $0.0001 par value, ("Class A common stock") ($12.00 per share of Class A Common stock), at any time in the holder's sole discretion. Warrants are only exercisable for a whole number of shares of Common Stock (i.e., only an even number of Warrants may be exercised at any given time by a registered holder). |
| (2) | Pursuant to the terms of the warrant agreement, as amended by the Assignment, Assumption and Amendment of Warrant Agreement, which was filed with the Securities and Exchange Commission on April 4, 2013 as Exhibit 4.6 to Hemisphere Media Group, Inc.'s Form 8-A, the warrants will expire on April 4, 2018 unless the Company is liquidated prior to such time. |
| (3) | Does not include grant of 250,000 employee stock options, which vest, subject to certain exceptions, in equal annual installments on each of the first three (3) anniversaries of May 16, 2013. |