Sec Form 13D Filing - Gato Investments LP filing for HEMISPHERE MEDIA GROUP, INC. C (HMTV) - 2022-09-14

Item 4. Purpose of Transaction.

This Item 4 is hereby supplemented by the addition of the information set forth below.

Merger Agreement

On September 13, 2022, pursuant to the terms of the Merger Agreement, the Merger was consummated. At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (including shares of Class A common stock underlying restricted shares of Class A common stock, and Shares held directly by Mr. Kern in his individual capacity, but excluding any Cancelled Shares, any Dissenting Shares and the Gato Shares) was cancelled and converted into the right to receive $7.00 per share in cash, without interest. The Cancelled Shares and the Gato Shares, which were contributed to Parent immediately prior to the Closing pursuant to the Merger Agreement, were cancelled for no consideration at the Effective Time. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub 1 issued and outstanding immediately prior to the Effective Time were automatically converted into a share of the surviving corporation, and Merger Sub 1 merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent. As a result of the Merger, Parent owns 100 shares, par value $0.01 per share, of the Issuer.

As a result of the Merger, the Class A common stock will be delisted and will cease to trade on the Nasdaq Stock Market, and will be de-registered under the Securities Exchange Act of 1934, as amended.

In connection with the closing of the Merger, the Reporting Persons, the Issuer, and the other parties thereto terminated the Stockholders Agreement, dated as of September 6, 2016, as subsequently amended. Following the closing, the General Partner is expected to have the authority to manage the Investor’s subsidiaries, subject to certain actions that would require approval from the Limited Partner, and Mr. Kern is expected to be the sole director of the board of directors of the Issuer.

Item 5. Interest in Securities of the Issuer.

This Item 5 is hereby amended and restated as below.

The following information with respect to the ownership of shares of Class A common stock by the Reporting Persons filing this Schedule 13D is provided as of September 13, 2022:

(a)-(b) See rows (7) through (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of common stock and percentages of the shares of common stock beneficially owned by the Reporting Persons and the number of shares of common stock as to which the Reporting Persons have the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

The shares of common stock are held of record by Parent. By virtue of the relationships between and among the Investor, the General Partner, Parent and Mr. Kern described in Item 2 of this Schedule 13D, each of the Investor, the General Partner and Mr. Kern may be deemed to share the power to direct the voting and disposition of the shares of common stock beneficially owned by Parent. Each of the Investor, General Partner and Peter M. Kern disclaims beneficial ownership of the shares of common stock beneficially owned by such persons.

(c) The information set forth in Item 4 above is hereby incorporated by reference into this Item 5(c), as applicable.

(d) Certain limited partners of the Investor have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares of common stock beneficially held for the account of the Investor in accordance with their ownership interests in the Investor.

(e) Not applicable.

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

This Item 6 is hereby supplemented by incorporating by reference Item 4 of this Schedule 13D.

Item 7. Material to be Filed as Exhibits.

SIGNATURE

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.

Date: September 14, 2022