Page 12 of 15 – SEC Filing The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 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 $39,856,902 was paid to acquire the shares of Common Stock reported as beneficially owned by the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Separately Managed Account. The funds used to purchase these securities were obtained from the general working capital of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Separately Managed Account 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. The shares of Common Stock acquired by the Thebes Master Fund were acquired as part of a contribution in kind. 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 15,635,655 shares of Common Stock outstanding as of March 11, 2016, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Annual Report filed on Form 10-K with the Securities and Exchange Commission on March 14, 2016. As of the date hereof, the Onshore Fund owned directly 1,204,349 shares of Common Stock, the Offshore Master Fund owned directly 1,874,616 shares of Common Stock, the Wavefront Fund owned directly 834,922 shares of Common Stock and the Thebes Master Fund owned directly 75,601 shares of Common Stock, constituting approximately 7.7%, 12.0%, 5.3% and less than 1%, 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 1,874,616 shares of Common Stock owned directly by the Offshore Master Fund, constituting approximately 12.0% of the outstanding shares of Common Stock. The Thebes Feeder Fund, as the owner of a controlling interest in the Thebes Master Fund, may be deemed to have beneficially owned the 75,601 shares of Common Stock owned directly by the Thebes Master Fund, constituting less than 1% of the outstanding shares of Common Stock. LCG Holdings, as the general partner of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Thebes Master Fund, may be deemed to have beneficially owned the 3,989,488 shares of Common Stock owned in the aggregate by the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Thebes Master Fund, constituting approximately 25.5% of the outstanding shares of Common Stock. Luxor Capital Group, as the investment manager of the Luxor Funds and the Separately Managed Account, may be deemed to have beneficially owned 4,045,179 shares of Common Stock, including the 3,989,488 shares of Common Stock owned in the aggregate by the Luxor Funds and the 55,691 shares of Common Stock owned directly by the Separately Managed Account, constituting approximately 25.9% of the outstanding shares of Common Stock. Luxor Management, as the general partner of Luxor Capital Group, may be deemed to have beneficially owned the 4,045,179 shares of Common Stock beneficially owned by Luxor Capital Group, constituting approximately 25.9% of the outstanding shares of Common Stock. Mr. Leone, as the managing member of Luxor Management, may be deemed to have beneficially owned the 4,045,179 shares of Common Stock beneficially owned by Luxor Management, constituting approximately 25.9% of the outstanding shares of Common Stock. Item 5(c) is hereby amended to add the following: (c) The transactions effected by the Reporting Persons during the past 60 days are set forth on Schedule A attached hereto. Follow Hemisphere Media Group Inc. (NASDAQ:HMTV)
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The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 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 $39,856,902 was paid to acquire the shares of Common Stock reported as beneficially owned by the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Separately Managed Account. The funds used to purchase these securities were obtained from the general working capital of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Separately Managed Account 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. The shares of Common Stock acquired by the Thebes Master Fund were acquired as part of a contribution in kind.
| 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 15,635,655 shares of Common Stock outstanding as of March 11, 2016, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Annual Report filed on Form 10-K with the Securities and Exchange Commission on March 14, 2016.
As of the date hereof, the Onshore Fund owned directly 1,204,349 shares of Common Stock, the Offshore Master Fund owned directly 1,874,616 shares of Common Stock, the Wavefront Fund owned directly 834,922 shares of Common Stock and the Thebes Master Fund owned directly 75,601 shares of Common Stock, constituting approximately 7.7%, 12.0%, 5.3% and less than 1%, 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 1,874,616 shares of Common Stock owned directly by the Offshore Master Fund, constituting approximately 12.0% of the outstanding shares of Common Stock. The Thebes Feeder Fund, as the owner of a controlling interest in the Thebes Master Fund, may be deemed to have beneficially owned the 75,601 shares of Common Stock owned directly by the Thebes Master Fund, constituting less than 1% of the outstanding shares of Common Stock.
LCG Holdings, as the general partner of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Thebes Master Fund, may be deemed to have beneficially owned the 3,989,488 shares of Common Stock owned in the aggregate by the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Thebes Master Fund, constituting approximately 25.5% of the outstanding shares of Common Stock.
Luxor Capital Group, as the investment manager of the Luxor Funds and the Separately Managed Account, may be deemed to have beneficially owned 4,045,179 shares of Common Stock, including the 3,989,488 shares of Common Stock owned in the aggregate by the Luxor Funds and the 55,691 shares of Common Stock owned directly by the Separately Managed Account, constituting approximately 25.9% of the outstanding shares of Common Stock.
Luxor Management, as the general partner of Luxor Capital Group, may be deemed to have beneficially owned the 4,045,179 shares of Common Stock beneficially owned by Luxor Capital Group, constituting approximately 25.9% of the outstanding shares of Common Stock.
Mr. Leone, as the managing member of Luxor Management, may be deemed to have beneficially owned the 4,045,179 shares of Common Stock beneficially owned by Luxor Management, constituting approximately 25.9% of the outstanding shares of Common Stock.
Item 5(c) is hereby amended to add the following:
(c) The transactions effected by the Reporting Persons during the past 60 days are set forth on Schedule A attached hereto.
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