Craig D. Fischer - Sep 13, 2022 Form 4 Insider Report for HEMISPHERE MEDIA GROUP, INC. (HMTV)

Role
Chief Financial Officer
Signature
/s/ Craig D. Fischer
Stock symbol
HMTV
Transactions as of
Sep 13, 2022
Transactions value $
-$2,285,311
Form type
4
Date filed
9/13/2022, 04:22 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HMTV Class A Common Stock Disposed to Issuer -$2.29M -326K -100% $7.00 0 Sep 13, 2022 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction HMTV Employee Stock Option (Right to Buy) Disposed to Issuer $0 -300K -100% $0.00* 0 Sep 13, 2022 Class A Common Stock 300K $10.20 Direct F1, F3, F4, F5, F6
transaction HMTV Employee Stock Option (Right to Buy) Disposed to Issuer $0 -150K -100% $0.00* 0 Sep 13, 2022 Class A Common Stock 150K $11.90 Direct F1, F3, F5, F6, F7
transaction HMTV Employee Stock Option (Right to Buy) Disposed to Issuer $0 -225K -100% $0.00* 0 Sep 13, 2022 Class A Common Stock 225K $12.06 Direct F1, F3, F5, F6, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Craig D. Fischer is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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 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").
F2 In the Mergers, each share of the Issuer's Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), and Class B Common Stock, par value $0.0001 per share ("Class B Common Stock" and together with the Class A Common Stock, the "Hemisphere Common Stock"), issued and outstanding immediately prior to the effective time of the Mergers (the "Effective Time"), 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 (the "Merger Consideration"), payable to the holder thereof, without interest, subject to and in accordance with the terms and conditions of the Merger Agreement.
F3 Represents options to purchase shares of Class A Common Stock granted pursuant to the Hemisphere Media Group, Inc. Amended and Restated 2013 Equity Incentive Plan.
F4 Of these stock options, 215,000 options had previously vested and 25,000 options were to vest upon the fair market value of the Class A Common Stock price reaching or exceeding $15.00 per share on at least ten trading days (which need not be consecutive) following April 5, 2016.
F5 In the Mergers, each employee stock option to buy shares of Hemisphere Common Stock (the "Hemisphere Options"), whether vested or unvested, was, by virtue of the Mergers, cancelled and converted into the right to receive an amount in cash, without interest and less any applicable withholding taxes, equal to the product obtained by multiplying (a) the aggregate number of shares of Hemisphere Common Stock subject to such Hemisphere Option immediately prior to the Effective Time by
F6 (b) the excess, if any, of the Merger Consideration over the exercise price per share of such Hemisphere Option, provided, that any Hemisphere Option with an exercise price per share that is equal to or greater than the Merger Consideration was automatically canceled at the Effective Time without payment of any consideration. Because the exercise prices of all of the Reporting Person's outstanding employee stock options were above $7.00, all of the Reporting Person's outstanding employee stock options were automatically canceled at the Effective Time.
F7 These employee stock options vested in equal annual installments on each of the first three anniversaries of April 5, 2016.
F8 These employee stock options vested in equal annual installments on each of the first three anniversaries of April 5, 2019.