SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Gemini Latin Holdings, LLC

(Last)

(First)

(Middle)

C/O INTERMEDIA PARTNERS, L.P.

228 PARK AVENUE SOUTH, PMB 67521

(Street)

NEW YORK

10003

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HEMISPHERE MEDIA GROUP, INC. [ HMTV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/13/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	09/13/2022		D⁽²⁾			15,744,913	⁽¹⁾	⁽¹⁾	Class A Common Stock	15,744,913	$0.00⁽³⁾	0	I	By HWK Parent, LLC⁽⁴⁾

1. Name and Address of Reporting Person^*

Gemini Latin Holdings, LLC

(Last)

(First)

(Middle)

C/O INTERMEDIA PARTNERS, L.P.

228 PARK AVENUE SOUTH, PMB 67521

(Street)

NEW YORK

10003

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Gato Investments LP

(Last)

(First)

(Middle)

C/O INTERMEDIA PARTNERS, L.P.

228 PARK AVENUE SOUTH, PMB 67521

(Street)

NEW YORK

10003

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HWK Parent, LLC

(Last)

(First)

(Middle)

C/O INTERMEDIA PARTNERS, L.P.

228 PARK AVENUE SOUTH, PMB 67521

(Street)

NEW YORK

10003

(City)

(State)

(Zip)

Explanation of Responses:

1. In accordance with the terms of the amended and restated certificate of incorporation of the Issuer, each share of the Issuer's Class B common stock, par value $0.0001 per share ("Class B Common Stock"), is convertible in whole or in part at any time at the holder's election into an equal number of fully paid and non-assessable shares of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock" and together with the Class B Common Stock, the "Hemisphere Common Stock"), and has no expiration date.

2. 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 Parent"), 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").

3. In the Mergers, each share of 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. The 15,744,913 shares held by HWK Parent were excluded shares pursuant to the Merger Agreement and were cancelled for no consideration.

4. These securities are owned directly by HWK Parent and indirectly by Gato Investments LP ("Gato Investments"), Gemini Latin Holdings, LLC (the "General Partner"), as general partner of Gato Investments, and Mr. Peter M. Kern, as the managing member of the General Partner. HWK Parent, the General Partner, Gato Investments, and Mr. Kern disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein.

Remarks:

This report is filed jointly by Gato Investments, the General Partner and HWK Parent, each of whom are 10% owners. Mr. Kern will file a separate report in connection with the transaction subject to this report.

	Gemini Latin Holdings, LLC, /s/ Peter Kern, Managing Member	09/13/2022
	Gato Investments LP, By: Gemini Latin Holdings, LLC, its general partner, /s/ Peter Kern, Managing Member	09/13/2022
	HWK Parent, LLC, /s/ Adam Reiss, Vice President	09/13/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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SEC Form 4 filed by Gemini Latin Holdings, Llc