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
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- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
HEMISPHERE MEDIA GROUP, INC.
(Name of Issuer)
Class A Common Stock, $0.0001 Par Value
(Title of Class of Securities)
42365Q103
(CUSIP Number)
Brian Peduto
Chief Financial Officer
Hawkeye Capital Management, LLC
800 Third Avenue, 9th Floor
New York, NY 10022
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 18, 2013
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-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/A | Page 2 of 6 Pages |
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1.
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Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Richard A. Rubin
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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o | ||
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6.
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Citizenship or Place of Organization
United States
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Number of Shares Beneficially Owned by Each Reporting Person With
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7. Sole Voting Power -0-
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8. Shared Voting Power
70,818 shares of Class A Common Stock
561,250 shares of Class A Common Stock issuable upon exercise of warrants
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9. Sole Dispositive Power -0-
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10. Shared Dispositive Power
70,818 shares of Class A Common Stock
561,250 shares of Class A Common Stock issuable upon exercise of warrants
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
70,818 shares of Class A Common Stock
561,250 shares of Class A Common Stock issuable upon exercise of warrants
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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o | ||
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13.
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Percent of Class Represented by Amount in Row (11) 4.98%
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14.
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Type of Reporting Person (See Instructions) IN
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| CUSIP No. 42365Q103 | Schedule 13D/A | Page 3 of 6 Pages |
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1.
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Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Hawkeye Capital Master I.R.S. ID No. 98-0466159
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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o | ||
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6.
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Citizenship or Place of Organization
Cayman Islands
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Number of Shares Beneficially Owned by Each Reporting Person With
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7. Sole Voting Power -0-
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8. Shared Voting Power
70,818 shares of Class A Common Stock
561,250 shares of Class A Common Stock issuable upon exercise of warrants
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9. Sole Dispositive Power -0-
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10. Shared Dispositive Power
70,818 shares of Class A Common Stock
561,250 shares of Class A Common Stock issuable upon exercise of warrants
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
70,818 shares of Class A Common Stock
561,250 shares of Class A Common Stock issuable upon exercise of warrants
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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o | ||
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13.
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Percent of Class Represented by Amount in Row (11) 4.98%
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14.
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Type of Reporting Person (See Instructions) OO
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| CUSIP No. 42365Q103 | Schedule 13D/A | Page 4 of 6 Pages |
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1.
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Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Hawkeye Capital Management, LLC I.R.S. ID No. 13-4092634
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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o | ||
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6.
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Citizenship or Place of Organization
Cayman Islands
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Number of Shares Beneficially Owned by Each Reporting Person With
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7. Sole Voting Power -0-
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8. Shared Voting Power
70,818 shares of Class A Common Stock
561,250 shares of Class A Common Stock issuable upon exercise of warrants
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9. Sole Dispositive Power -0-
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10. Shared Dispositive Power
70,818 shares of Class A Common Stock
561,250 shares of Class A Common Stock issuable upon exercise of warrants
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
70,818 shares of Class A Common Stock
561,250 shares of Class A Common Stock issuable upon exercise of warrants
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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o | ||
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13.
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Percent of Class Represented by Amount in Row (11) 4.98%
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14.
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Type of Reporting Person (See Instructions) OO
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| CUSIP No. 42365Q103 | Schedule 13D/A | Page 5 of 6 Pages |
This Amendment No. 5 (this “Amendment”) amends the Schedule 13D filed on April 16, 2013 by Richard A. Rubin, Hawkeye Capital Management, LLC and Hawkeye Capital Master (each, a “Reporting Person” and collectively, the “Reporting Persons”), as such original filing was amended and supplemented by Amendment No. 1, filed on May 28, 2013, Amendment No. 2, filed on June 17, 2013, Amendment No. 3, filed on October 23, 2013 and Amendment No. 4, filed on November 5, 2013 (as amended, the “Schedule 13D”), relating to the Class A Common Stock, par value $0.0001 (the “Common Stock”), of Hemisphere Media Group, Inc. (the “Issuer”). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Information in respect of each Reporting Person is given solely by such Reporting Person and no Reporting Person has responsibility for the accuracy or completeness of information supplied by any other Reporting Person.
Item 5 of the filed the Schedule 13D is hereby amended as set forth below:
Item 5. Interest in Securities of the Issuer
(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 70,818 shares of the Common Stock and 561,250 shares of the Common Stock issuable upon exercise of warrants representing approximately 4.98% of the Issuer’s outstanding shares (based upon the 12,120,053 shares stated to be outstanding by the Issuer in the Issuer’s Rule 424(B)(3) prospectus supplement filed on November 13, 2013).
(b) For purposes of this Schedule 13D:
Hawkeye Capital Master, a pooled investment vehicle organized as a Cayman Islands series trust, owns 70,818 shares of the Common Stock and 561,250 shares of the Common Stock issuable upon exercise of warrants which may be deemed to be beneficially owned by each Reporting Person by virtue of their relationship to Hawkeye Capital Master, and to which Richard A. Rubin has sole voting and dispositive power in his role as Managing Member of Hawkeye Capital Management, LLC, the manager of Hawkeye Capital Master. Each of Hawkeye and Mr. Rubin disclaims beneficial ownership of such shares for all other purposes.
(c) Hawkeye Capital Master sold shares of the Common Stock via trades on the NASDAQ Global Market as follows: (i) on November 19, 2013, 100,000 shares at a price of $10.50; (ii) on December 16, 2013, 5,355 shares at a price of $11.966; (iii) on December 17, 2013, at a price of $11.9717; and (iv) on December 18, 2013, 20,580 shares at a price of $11.9588.
(d) Not app
licable.
(e) On December 18, 2013, each Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock.
| CUSIP No. 42365Q103 | Schedule 13D/A | Page 6 of 6 Pages |
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: December 27, 2013
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Hawkeye Capital Master
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By:
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/s/ Richard A. Rubin | ||
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Richard A. Rubin
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Managing Member of Hawkeye Capital Management, LLC, Manager of Hawkeye Capital Master
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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.
Dated: December 27, 2013
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Richard A. Rubin
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By:
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/s/ Richard A. Rubin | ||
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Richard A. Rubin
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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.
Dated: December 27, 2013
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Hawkeye Capital Management, LLC
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By:
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/s/ Richard A. Rubin | ||
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Richard A. Rubin
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Managing Member
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