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.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 5)*
| 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) |
| Mark J. Coleman Intermedia Advisors, LLC 228 Park Avenue South, PMB 67521 New York, NY 10003-1502 |
| (212) 503-2850 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| May 10, 2021 |
| (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 (the “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 | Page 2 of 9 |
| 1 |
NAME OF REPORTING PERSON
Gato Investments LP |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
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
15,744,913(1) (See Items 3, 4 and 5) | |
| 9 |
SOLE DISPOSITIVE POWER
-0- | |
| 10 |
SHARED DISPOSITIVE POWER
15,744,913(1) (See Items 3, 4 and 5) |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,744,913(1) (See Items 3, 4 and 5) |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.6%(2) |
|
| 14 |
TYPE OF REPORTING PERSON
PN |
| (1) | Represents 15,744,913 shares of the Issuer’s Class B common stock, convertible at any time at the option of the holder thereof into an equal number of fully paid and non-assessable shares of the Issuer’s Class A common stock. |
| (2) | Based on 20,407,673 shares of the Issuer’s Class A common stock issued and outstanding as of April 9, 2021 and including the Class B common stock described in note 1. |
| CUSIP No. 42365Q103 | SCHEDULE 13D | Page 3 of 9 |
| 1 |
NAME OF REPORTING PERSON
Gemini Latin Holdings, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
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
15,744,913(1) (See Items 3, 4 and 5) | |
| 9 |
SOLE DISPOSITIVE POWER
-0- | |
| 10 |
SHARED DISPOSITIVE POWER
15,744,913(1) (See Items 3, 4 and 5) |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,744,913(1) (See Items 3, 4 and 5) |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.6%(2) |
|
| 14 |
TYPE OF REPORTING PERSON
CO |
| (1) | Represents 15,744,913 shares of the Issuer’s Class B common stock, convertible at any time at the option of the holder thereof into an equal number of fully paid and non-assessable shares of the Issuer’s Class A common stock. |
| (2) | Based on 20,407,673 shares of the Issuer’s Class A common stock issued and outstanding as of April 9, 2021 and including the Class B common stock described in note 1. |
| CUSIP No. 42365Q103 | SCHEDULE 13D | Page 4 of 9 |
| 1 |
NAME OF REPORTING PERSON
Leo Hindery, Jr. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
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
U.S.A. |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
10,765(1) |
| 8 |
SHARED VOTING POWER
-0- (See Items 3, 4 and 5) | |
| 9 |
SOLE DISPOSITIVE POWER
-0- | |
| 10 |
SHARED DISPOSITIVE POWER
-0- |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,765(1) (See Items 3, 4 and 5) |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%(2) |
|
| 14 |
TYPE OF REPORTING PERSON
IN |
| (1) | Includes restricted shares of the Issuer’s Class A common stock granted to Mr. Hindery in connection with his service on the Issuer’s Board of Directors pursuant to the Hemisphere Media Group, Inc. Amended and Restated 2013 Equity Incentive Plan. The number of restricted shares was calculated by dividing $100,000 by the closing share price of the Class A common stock on May 21, 2020, the date of grant . The restricted stock will vest on the day preceding the Issuer’s 2021 annual meeting, subject to the reporting person's continued service as a director on such vesting date. |
| (2) | Based on 20,407,673 shares of the Issuer’s Class A common stock issued and outstanding as of April 9, 2021, . |
| CUSIP No. 42365Q103 | SCHEDULE 13D | Page 5 of 9 |
| 1 |
NAME OF REPORTING PERSON
Peter M. Kern |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
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
U.S.A. |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
852,799(1)(2) |
| 8 |
SHARED VOTING POWER
15,744,913(3) (See Items 3, 4 and 5) | |
| 9 |
SOLE DISPOSITIVE POWER
820,506 | |
| 10 |
SHARED DISPOSITIVE POWER
15,744,913(3) (See Items 3, 4 and 5) |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,597,712(1)(2) (See Items 3, 4 and 5) |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.1%(3) |
|
| 14 |
TYPE OF REPORTING PERSON
IN |
| (1) | Includes 32,293 restricted shares of the Issuer’s Class A common stock granted to Mr. Kern in connection with his service on the Issuer’s Board of Directors pursuant to the Hemisphere Media Group, Inc. Amended and Restated 2013 Equity Incentive Plan. The number of restricted shares was calculated by dividing $300,000 by the closing share price of the Common Stock on May 21, 2020, the date of grant. The restricted stock will vest on the day preceding the Issuer’s 2021 annual meeting, subject to the reporting person's continued service as a director on such vesting date. |
| (2) | Includes 650,000 shares of the Issuer’s Class B common stock, convertible at any time at the option of the holder thereof into an equal number of fully paid and non-assessable shares of the Issuer’s Class A common stock. |
| (3) | Represents 15,744,913 shares of the Issuer’s Class B common stock, convertible at any time at the option of the holder thereof into an equal number of fully paid and non-assessable shares of the Issuer’s Class A common stock. |
| (4) | Based on 20,407,673shares of the Issuer’s Class A common stock issued and outstanding as of April 9, 2021 and including the shares held by Mr. Kern described in notes 2 and 3. |
| CUSIP No. 42365Q103 | SCHEDULE 13D | Page 6 of 9 |
This Amendment No. 5 (“Amendment No. 5”) amends and supplements the statement on Schedule 13D, dated April 15, 2013, as amended by Amendment No. 1 to the statement on Schedule 13D, dated August 4, 2015, Amendment No. 2 to the statement on Schedule 13D, dated September 7, 2016, Amendment No. 3 to the statement on Schedule 13D, dated October 25, 2016 and Amendment No. 4 to the statement on Schedule 13D, dated April 4, 2018 (as so amended, the “Schedule 13D”), and is being filed with the Securities and Exchange Commission (the “Commission”) by (i) Gato Investments LP, a Delaware limited partnership (the “Investor”); (ii) Gemini Latin Holdings, LLC, a Delaware limited liability company (the “General Partner”), the general partner of the Investor; (iii) Leo Hindery, Jr., a manager of IM Partners; and (iv) Peter M. Kern (“Kern”), a manager of IM Partners and the controlling person of the General Partner (each of the foregoing, a “Reporting Person,” and collectively, the “Reporting Persons”), relating to the shares of the Class A common stock, par value $0.0001 per share (“Class A common stock”), of Hemisphere Media Group, Inc., a Delaware corporation (the “Issuer”).
| Item 2. | Identity and Background. |
This Item 2 is hereby amended and restated as below.
(a) This Schedule 13D is being filed on behalf of the following Reporting Persons (each, a “Reporting Person” and collectively, the “Reporting Persons”):
(i) Gato Investments LP, a Delaware limited partnership (the “Investor”);
(ii) Gemini Latin Holdings, LLC, a Delaware limited liability company (the “General Partner”), the general partner of the Investor;
(iii) Leo Hindery, Jr.; and
(iv) Peter M. Kern, the controlling person of the General Partner.
(b) The principal business address for each of the General Partner, the Investor and Messrs. Hindery and Kern is c/o Intermedia Advisors, LLC, 228 Park Avenue South, PMB 67521, New York, NY 10003-1502.
(c) The Investor was formed in order to engage in the acquiring, holding and disposing of investments in the Issuer. The General Partner is the general partner of the Investor and was formed in order to engage in the acquiring, holding and disposing of investments in the Issuer.
Peter M. Kern is the controlling person of the General Partner who may be deemed to share the power to direct the voting and disposition of the Issuer’s Class A common stock beneficially owned by the General Partner.
Accordingly, pursuant to the regulations promulgated under Section 13(d) of the Securities Exchange Act of 1934, (i) Peter M. Kern may be deemed to be a beneficial owner of the Issuer’s Class A common stock held for the account the Investor.
(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
(f) The Investor is a Delaware limited partnership. The General Partner
is a Delaware limited liability company. Leo Hindery, Jr. and Peter M. Kern are United States citizens.
| CUSIP No. 42365Q103 | SCHEDULE 13D | Page 7 of 9 |
| Item 5. | Interest in Securities of the Issuer. |
This Item 5 is hereby amended and restated as below.
Reference to percentage ownerships of Class A common stock in this Schedule 13D are based on (i) 20,407,673 shares of the Issuer’s Class A common stock issued and outstanding as of April 9, 2021; (ii) 15,744,913 shares of Class B common stock held by the Investor and (iii) 650,000 shares of Class B common stock held by Mr. Kern, in each case, as applicable.
Shares of the Issuer’s Class B common stock are convertible in whole or in part at any time at the option of the holder or holders thereof, into an equal number of fully paid and non-assessable shares of Class A common stock. The Issuer’s Class A common stock and Class B common stock have equal rights, except that holders of shares of Class A common stock are entitled to one vote for each such share and the holders of shares of the Issuer’s Class B common stock are entitled to ten votes for each such share on each matter properly submitted to the stockholder on which the holders of the Issuer’s common stock are entitled to vote.
(a) (i) As of the date hereof, the Investor may be deemed to be the beneficial owner of 15,744,913 shares of Class A common stock, constituting 43.6% of the Class A common stock of the Issuer.
(ii) As of the date hereof, the General Partner may be deemed to be the beneficial owner of 15,744,913 shares of Class A common stock, constituting 43.6% of the Class A common stock of the Issuer.
(iii) As of the date hereof, Leo Hindery, Jr. may be deemed to be the beneficial owner of 10,765 shares of Class A common stock, constituting 0.0% of the Class A common stock of the Issuer.
(vi) As of the date hereof, Peter M. Kern may be deemed to be the beneficial owner of 16,597,712 shares of Class A common stock, constituting 45.1% of the Class A common stock of the Issuer.
(b) (i) The Investor may be deemed to have sole power to vote or direct the vote of no shares of Class A common stock; have the shared power to vote or direct the vote of 15,744,913 shares of Class A common stock; have the sole power to dispose or direct the disposition of no shares of Class A common stock; and have shared power to dispose or direct the disposition of 15,744,913 shares of Class A common stock.
(ii) The General Partner may be deemed to have sole power to vote or direct the vote of no shares of Class A common stock; have the shared power to vote or direct the vote of 15,744,913 shares of Class A common stock; have the sole power to dispose or direct the disposition of no shares of Class A common stock; and have shared power to dispose or direct the disposition of 15,744,913 shares of Class A common stock.
(iii) Leo Hindery, Jr. may be deemed to have sole power to vote or direct the vote of 10,765 shares of Class A common stock; have the shared power to vote or direct the vote of no shares of Class A common stock; have the sole power to dispose or direct the disposition of no shares of Class A common stock; and have shared power to dispose or direct the disposition of no shares of Class A common stock.
(iv) Peter M. Kern may be deemed to have sole power to vote or direct the vote of 852,799 shares of Class A common stock; have the shared power to vote or direct the vote of 15,744,913 shares of Class A common stock; have the sole power to dispose or direct the disposition of 820,506 shares of Class A common stock; and have shared power to dispose or direct the disposition of 15,744,913 shares of Class A common stock.
By virtue of the relationships between and among the Investor, the General Partner and Mr. Kern described in Item 2 of this Schedule 13D, each of the General Partner and Mr. Kern may be deemed to share the power to direct the voting and disposition of the 15,744,913 shares of Class A common stock beneficially owned by the Investor. Each of the General Partner and Peter M. Kern disclaims beneficial ownership of the shares of Class A common stock beneficially owned by such persons, except to the extent of its or his pecuniary interest therein.
(c) The information set forth in Items 3 and 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 Class A common stock beneficially held for the account of the Investor in accordance with their ownership interests in the Investor. Searchlight has rights associated with more than five percent of the Issuer’s Class A common stock based upon their ownership interest in the Investor.
(e) Not applicable.
| CUSIP No. 42365Q103 | SCHEDULE 13D | Page 8 of 9 |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
This Item 6 is hereby supplemented by the addition of the information below.
First Amendment to Amended and Restated Limited Partnership Agreement of Gato Investments LP
Pursuant to the First Amendment to the Amended and Restated Limited Partnership Agreement of Gato Investments LP (the “Amendment”), the parties have agreed to extend the term of the Investor to June 30, 2022.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full Amendment filed herewith as Exhibit 1 and incorporated herein by reference.
Joint Filing Agreement
On May 10, 2021, each of the Reporting Persons entered into an agreement (the “Joint Filing Agreement”) in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law.
The Joint Filing Agreement is attached as Exhibit 1 hereto and is incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits. |
| Exhibit 1: | First Amendment to the Amended and Restated Limited Partnership Agreement of Gato Investments LP., dated as of May 10, 2021. |
| Exhibit 2: | Joint Filing Agreement, dated as of May 10, 2021, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. |
| CUSIP No. 42365Q103 | SCHEDULE 13D | Page 9 of 9 |
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: May 10, 2021
| GATO INVESTMENTS LP | ||||
| By: Gemini Latin Holdings, LLC | ||||
| its General Partner | ||||
| By: | /s/ Peter M. Kern | |||
| Name: | Peter M. Kern | |||
| Title: | Managing Member | |||
| GEMINI LATIN HOLDINGS, LLC | ||||
| By: | /s/ Peter M. Kern | |||
| Name: | Peter M. Kern | |||
| Title: | Managing Member | |||
| LEO HINDERY, JR. | ||||
| By: | /s/ Leo Hindery, Jr. | |||
| Name: | Leo Hindery, Jr. | |||
| PETER M. KERN | ||||
| By: | /s/ Peter M. Kern | |||
| Name: | Peter M. Kern | |||
Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).