Page 12 of 15 – SEC Filing The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 amends the Schedule 13D as specifically set forth herein. ITEM 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated as follows: A total of approximately $12,211,210 was paid to acquire the shares of Common Stock reported as beneficially owned by the Onshore Fund and the Offshore Master Fund. The funds used to purchase these shares were obtained from the general working capital of the Onshore Fund and the Offshore Master Fund and margin account borrowings made in the ordinary course of business, although the Reporting Persons cannot determine whether any funds allocated to purchase such securities were obtained from any margin account borrowings. ITEM 4. Purpose of Transaction.
Item 4 is hereby amended to add the following: On June 8, 2016, the Reporting Persons and the Issuer entered into a Stock Repurchase & Lock-Up Agreement (the “Agreement”) whereby, among other things, the Issuer agreed to repurchase from the Reporting Persons an aggregate of 2,800,000 shares of Common Stock at a purchase price per share of $10.50 as follows: (i) 578,057 shares of Common Stock from the Onshore Fund, (ii) 1,255,729 shares of Common Stock from the Offshore Fund, (iii) 834,922 shares of Common Stock from the Wavefront Fund, (iv) 75,601 shares of Common Stock from the Thebes Master Fund, and (v) 55,691 shares of Common Stock from the Separately Managed Account. In exchange, the Reporting Persons agreed, among other things, that up to and including the six (6) month anniversary of the date of the Agreement, the Reporting Persons will not (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or, transfer, distribute, or otherwise dispose of any shares of Common Stock to any person, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock (collectively, the “Securities”) or (ii) purchase or contract to purchase any shares of Common Stock or any Securities, in each case without the Issuer’s prior written consent (the “Lock-up”). The Lock-up also contains restrictions on hedging activities by the Reporting Persons such that the Reporting Persons are precluded from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of Common Stock even if such Common Stock would be disposed of by someone other than the Reporting Persons. The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. ITEM 5. Interest in Securities of the Issuer.
Item 5(a) is hereby amended and restated to read as follows: (a) The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 12,287,813 shares outstanding, reflecting the 15,087,813 shares of Common Stock outstanding as of May 6, 2016, as reported in the Issuer’s Quarterly Report filed on Form 10-Q with the Securities and Exchange Commission on May 9, 2016, as reduced by the sales to the Issuer described in Item 4. As of the date hereof, the Onshore Fund owned directly 626,292 shares of Common Stock and the Offshore Master Fund owned directly 618,887 shares of Common Stock, constituting approximately 5.1% and 5.0% respectively, of the outstanding shares of Common Stock. The Offshore Feeder Fund, as the owner of a controlling interest in the Offshore Master Fund, may be deemed to have beneficially owned the 618,887 shares of Common Stock owned directly by the Offshore Master Fund, constituting approximately 5.0% of the outstanding shares of Common Stock LCG Holdings, as the general partner of the Onshore Fund and the Offshore Master Fund, may be deemed to have beneficially owned the 1,245,179 shares of Common Stock owned in the aggregate by the Onshore Fund and the Offshore Master Fund, constituting approximately 10.1% of the outstanding shares of Common Stock. Follow Hemisphere Media Group Inc. (NASDAQ:HMTV)
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The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 amends the Schedule 13D as specifically set forth herein.
| ITEM 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated as follows:
A total of approximately $12,211,210 was paid to acquire the shares of Common Stock reported as beneficially owned by the Onshore Fund and the Offshore Master Fund. The funds used to purchase these shares were obtained from the general working capital of the Onshore Fund and the Offshore Master Fund and margin account borrowings made in the ordinary course of business, although the Reporting Persons cannot determine whether any funds allocated to purchase such securities were obtained from any margin account borrowings.
| ITEM 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On June 8, 2016, the Reporting Persons and the Issuer entered into a Stock Repurchase & Lock-Up Agreement (the “Agreement”) whereby, among other things, the Issuer agreed to repurchase from the Reporting Persons an aggregate of 2,800,000 shares of Common Stock at a purchase price per share of $10.50 as follows: (i) 578,057 shares of Common Stock from the Onshore Fund, (ii) 1,255,729 shares of Common Stock from the Offshore Fund, (iii) 834,922 shares of Common Stock from the Wavefront Fund, (iv) 75,601 shares of Common Stock from the Thebes Master Fund, and (v) 55,691 shares of Common Stock from the Separately Managed Account. In exchange, the Reporting Persons agreed, among other things, that up to and including the six (6) month anniversary of the date of the Agreement, the Reporting Persons will not (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or, transfer, distribute, or otherwise dispose of any shares of Common Stock to any person, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock (collectively, the “Securities”) or (ii) purchase or contract to purchase any shares of Common Stock or any Securities, in each case without the Issuer’s prior written consent (the “Lock-up”). The Lock-up also contains restrictions on hedging activities by the Reporting Persons such that the Reporting Persons are precluded from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of Common Stock even if such Common Stock would be disposed of by someone other than the Reporting Persons. The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
| ITEM 5. | Interest in Securities of the Issuer. |
Item 5(a) is hereby amended and restated to read as follows:
(a) The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 12,287,813 shares outstanding, reflecting the 15,087,813 shares of Common Stock outstanding as of May 6, 2016, as reported in the Issuer’s Quarterly Report filed on Form 10-Q with the Securities and Exchange Commission on May 9, 2016, as reduced by the sales to the Issuer described in Item 4.
As of the date hereof, the Onshore Fund owned directly 626,292 shares of Common Stock and the Offshore Master Fund owned directly 618,887 shares of Common Stock, constituting approximately 5.1% and 5.0% respectively, of the outstanding shares of Common Stock.
The Offshore Feeder Fund, as the owner of a controlling interest in the Offshore Master Fund, may be deemed to have beneficially owned the 618,887 shares of Common Stock owned directly by the Offshore Master Fund, constituting approximately 5.0% of the outstanding shares of Common Stock
LCG Holdings, as the general partner of the Onshore Fund and the Offshore Master Fund, may be deemed to have beneficially owned the 1,245,179 shares of Common Stock owned in the aggregate by the Onshore Fund and the Offshore Master Fund, constituting approximately 10.1% of the outstanding shares of Common Stock.
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