Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D - 101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 7)*
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)
Jamie Nash, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 21, 2017
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-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 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).
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
Luxor Capital Partners, LP
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
WC
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Delaware
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
7.
|
SOLE VOTING POWER
|
|
0
|
|
|
8.
|
SHARED VOTING POWER
|
|
0
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
0
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
0
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
0%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
PN
|
|
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
Luxor Wavefront, LP
|
|
|
2.
|
CH
ECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
WC
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Delaware
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
7.
|
SOLE VOTING POWER
|
|
0
|
|
|
8.
|
SHARED VOTING POWER
|
|
0
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
0
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
0
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
0%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
PN
|
|
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
Luxor Capital Partners Offshore Master Fund, LP
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
WC
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Cayman Islands
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
7.
|
SOLE VOTING POWER
|
|
0
|
|
|
8.
|
SHARED VOTING POWER
|
|
0
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
0
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
0
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
0%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
PN
|
|
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
Luxor Capital Partners Offshore, Ltd.
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
AF
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Cayman Islands
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
7.
|
SOLE VOTING POWER
|
|
0
|
|
|
8.
|
SHARED VOTING POWER
|
|
0
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
0
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
0
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
0%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
CO
|
|
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
Thebes Offshore Master Fund, LP
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
WC
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Cayman Islands
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
7.
|
SOLE VOTING POWER
|
|
0
|
|
|
8.
|
SHARED VOTING POWER
|
|
0
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
0
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
0
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
0%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
PN
|
|
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
Thebes Partners Offshore, Ltd.
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
AF
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Cayman Islands
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
7.
|
SOLE VOTING POWER
|
|
0
|
|
|
8.
|
SHARED VOTING POWER
|
|
0
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
0
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
0
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
0%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
CO
|
|
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
LCG Holdings, LLC
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
AF
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Delaware
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
7.
|
SOLE VOTING POWER
|
|
0
|
|
|
8.
|
SHARED VOTING POWER
|
|
0
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
0
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
0
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
0%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
OO
|
|
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
Luxor Capital Group, LP
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
AF, OO
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Delaware
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
7.
|
SOLE VOTING POWER
|
|
0
|
|
|
8.
|
SHARED VOTING POWER
|
|
0
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
0
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
0
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
0%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
PN
|
|
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
Luxor Management, LLC
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
AF
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Delaware
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
7.
|
SOLE VOTING POWER
|
|
0
|
|
|
8.
|
SHARED VOTING POWER
|
|
0
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
0
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
0
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
0%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
OO
|
|
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
Christian Leone
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
AF
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
USA
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
7.
|
SOLE VOTING POWER
|
|
0
|
|
|
8.
|
SHARED VOTING POWER
|
|
0
|
|
| < div style="font-size: 10pt;font-family: ;text-align: left">9. |
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
0
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
0
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
0%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
IN
|
|
The following constitutes Amendment No. 7 to the Schedule 13D filed by the undersigned ("Amendment No. 7"). This Amendment No. 7 amends the Schedule 13D as specifically set forth herein.
| ITEM 4. |
Purpose of Transaction.
|
Item 4 is hereby amended to add the following:
On June 21, 2016, the Reporting Persons sold all of their Shares of the Issuer's Common Stock.
| ITEM 5. |
Interest in Securities of the Issuer.
|
Item 5(a) is hereby amended and restated to read as follows:
(a) As of the date hereof, none of the Reporting Persons beneficially owns any Common Stock.
Item 5(b) is hereby amended and restated to read as follows:
(b) As of the date hereof, none of the Reporting Persons has the power to vote or direct the vote of any Shares of Common Stock.
As of the date hereof, none of the Reporting Persons has the power to dispose or direct the disposition of any Shares of Common Stock.
Item 5(c) is hereby amended to add the following:
(c) During the past sixty (60) days the following sale of Shares of Common Stock were made by the Reporting Persons named below in open market transaction:
|
Fund
|
Transaction Date
|
Shares Sold
|
Price per Share
|
|
Luxor Capital Partners, LP
|
6/21/2017
|
(626,292)
|
$11.35
|
|
Luxor Capital Partners
Offshore Master Fund, LP |
6/21/2017
|
(618,887)
|
$11.35
|
Item 5(e) is hereby amended to add the following:
(e) Effective June 21, 2017, the Reporting Persons ceased to have economic exposure in the Issuer to more than 5% of the Shares of Common Stock outstanding.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
| Dated: |
June 23, 2016
|
|
LUXOR CAPITAL PARTNERS, LP
|
|||
|
By:
|
LCG Holdings, LLC
General Partner
|
||
|
By:
|
/s/ Norris Nissim | ||
|
Name:
|
Norris Nissim
|
||
|
Title:
|
General Counsel
|
||
|
LUXOR WAVEFRONT, LP
|
|||
|
By:
|
LCG Holdings, LLC
General Partner
|
||
|
By:
|
/s/ Norris Nissim | ||
|
Name:
|
Norris Nissim
|
||
|
Title:
|
General Counsel
|
||
|
LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
|
|||
|
By:
|
LCG Holdings, LLC
General Partner
|
||
|
By:
|
/s/ Norris Nissim | ||
|
Name:
|
Norris Nissim
|
||
|
Title:
|
General Counsel
|
||
|
LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
|
|||
|
By:
|
Luxor Capital Group, LP
Investment Manager
|
||
|
By:
|
/s/ Norris Nissim | ||
|
Name:
|
Norris Nissim
|
||
|
Title:
|
General Counsel
|
||
|
THEBES OFFSHORE MASTER FUND, LP
|
|||
|
By:
|
LCG Holdings, LLC
General Partner
|
||
|
By:
|
/s/ Norris Nissim | ||
|
Name:
|
Norris Nissim
|
||
|
Title:
|
General Counsel
|
||
|
THEBES PARTNERS OFFSHORE, LTD.
|
|||
|
By:
|
Luxor Capital Group, LP
Investment Manager
|
||
|
By:
|
/s/ Norris Nissim | ||
|
Name:
|
Norris Nissim
|
||
|
Title:
|
General Counsel
|
||
|
LUXOR CAPITAL GROUP, LP
|
|||
|
By:
|
Luxor Management, LLC
General Partner
|
||
|
By:
|
/s/ Norris Nissim | ||
|
Name:
|
Norris Nissim
|
||
|
Title:
|
General Counsel
|
||
|
LCG HOLDINGS, LLC
|
|||
|
By:
|
/s/ Norris Nissim | ||
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Name:
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Norris Nissim
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Title:
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General Counsel
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LUXOR MANAGEMENT, LLC
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By:
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/s/ Norris Nissim | ||
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Name:
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Norris Nissim
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||
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Title:
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General Counsel
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| /s/ Norris Nissim | |
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NORRIS NISSIM, as Agent for Christian Leone
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