Filing Details
- Accession Number:
- 0001140361-18-014763
- Form Type:
- 13D Filing
- Publication Date:
- 2018-03-23 13:16:22
- Filed By:
- Cinema Aeropuerto, S.a. De C.v.
- Company:
- Hemisphere Media Group Inc. (NASDAQ:HMTV)
- Filing Date:
- 2018-03-23
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Cinema Aeropuerto, S.A. de C.V | 0 | 3,208,045 | 0 | 3,208,045 | . | 13.8% |
UTRERA, S.A.P.I. de C.V. (formerly Grupo Frecuencia Modulada Televisi n, S.A. de C.V.) | 0 | 3,208,045 | 0 | 3,208,045 | . | 13.8% |
Grupo MVS, S.A. de C.V | 0 | 3,208,045 | 0 | 3,208,045 | . | 13.8% |
HSBC Trust Agreement Number 61549 | 0 | 0 | 0 | 0 | . | 0 (See Item 5 for calculation of outstanding shares.) 14 TYPE OF REPORTING PERSON OO CUSIP Number of Class A Common Stock 42365Q103 1 NAMES OF REPORTING PERSONS SANTANDER Trust Agreement Number 2003914 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E). 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 3,208,045 (1) 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 3,208,045 (1) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. 3,208,045 (1) 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.8% |
SANTANDER Trust Agreement Number | 0 | 3,208,045 | 0 | 3,208,045 | . |
Filing
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 4)
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Hemisphere Media Group, Inc.
(Name of Issuer)
Class A Common Stock Par Value $0.001 Per Share
(Class of Securities)
42365Q103
(CUSIP Number)
Grupo MVS, S.A. de C.V.
Blvd. Manuel Ávila Camacho, 147
Chapultepec Morales
Ciudad de México, D.F. 11510
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 12, 2018
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box ☐.
CUSIP Number of Class A Common Stock: 42365Q103
1 | NAMES OF REPORTING PERSONS: | | | ||
Cinema Aeropuerto, S.A. de C.V. | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: | (a) | ☒ | ||
(b) | ☐ | ||||
| | ||||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | SOURCE OF FUNDS: | | | ||
AF | | | |||
| | ||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E). | | ☐ | ||
| | ||||
| | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | | | ||
Mexico | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
8 | SHARED VOTING POWER | | | ||
3,208,045(1) | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
3,208,045(1) | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. | | | ||
3,208,045(1) | | | |||
| | ||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | ☐ | ||
| | ||||
| | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
13.8% (See Item 5 for calculation of outstanding shares.) | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON: | | | ||
CO | | | |||
| |
(1) | These shares of Class A Common Stock are comprised of 2,996,999 shares of 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 Issuer's Class A Common Stock and 211,046 shares of Issuer's Class A Common Stock issuable upon the exercise of warrants. |
CUSIP Number of Class A Common Stock: 42365Q103
1 | NAMES OF REPORTING PERSONS: | | | ||
UTRERA, S.A.P.I. de C.V. (formerly Grupo Frecuencia Modulada Televisión, S.A. de C.V.) | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: | (a) | ☒ | ||
(b) | ☐ | ||||
| | ||||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | SOURCE OF FUNDS: | | | ||
AF | | | |||
| | ||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E). | | ☐ | ||
| | ||||
| | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | | | ||
Mexico | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
8 | SHARED VOTING POWER | | | ||
3,208,045(1) | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
3,208,045(1) | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. | | | ||
3,208,045(1) | | | |||
| | ||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | ☐ | ||
| | ||||
| | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
13.8% (See Item 5 for calculation of outstanding shares.) | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON: | | | ||
CO | | | |||
| |
CUSIP Number of Class A Common Stock: 42365Q103
1 | NAMES OF REPORTING PERSONS: | | | ||
Grupo MVS, S.A. de C.V. | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: | (a) | ☒ | ||
(b) | ☐ | ||||
| | ||||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | SOURCE OF FUNDS: | | | ||
AF | | | |||
| | ||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E). | | ☐ | ||
| | ||||
| | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | | | ||
Mexico | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
8 | SHARED VOTING POWER | | | ||
3,208,045(1) | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
3,208,045(1) | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. | | | ||
3,208,045 | | | |||
| | ||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | ☐ | ||
| | ||||
| | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
13.8% (See Item 5 for calculation of outstanding shares.) | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON: | | | ||
CO | | | |||
| |
CUSIP Number of Class A Common Stock: 42365Q103
1 | NAMES OF REPORTING PERSONS: | | | ||
HSBC Trust Agreement Number 61549 | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: | (a) | ☒ | ||
(b) | ☐ | ||||
| | ||||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | SOURCE OF FUNDS: | | | ||
AF | | | |||
| | ||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E). | | ☐ | ||
| | ||||
| | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | | | ||
Mexico | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
8 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. | | | ||
0) | | | |||
| | ||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | ☐ | ||
| | ||||
| | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
0 (See Item 5 for calculation of outstanding shares.) | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON: | | | ||
OO | | | |||
| |
CUSIP Number of Class A Common Stock: 42365Q103
1 | NAMES OF REPORTING PERSONS: | | | ||
SANTANDER Trust Agreement Number 2003914 | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: | (a) | ☒ | ||
(b) | ☐ | ||||
| | ||||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | SOURCE OF FUNDS: | | | ||
AF | | | |||
| | ||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E). | | ☐ | ||
| | ||||
| | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | | | ||
Mexico | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
8 | SHARED VOTING POWER | | | ||
3,208,045(1) | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
3,208,045(1) | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. | | | ||
3,208,045(1) | | | |||
| | ||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | ☐ | ||
| | ||||
| | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
13.8% (See Item 5 for calculation of outstanding shares.) | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON: | | | ||
OO | | | |||
| |
The statement (the "Statement") on Schedule 13D filed (1) by (i) Cinema Aeropuerto, S.A. de C.V., a Mexican Sociedad Anonima de Capital Variable (variable capital corporation) (“Cinema Aeropuerto”), (ii) UTRERA, S.A.P.I. de C.V., a Mexican Sociedad Anonima Promotora de Inversion de Capital Variable (variable capital corporation) (“UTRERA”), and (iii) Grupo MVS, S.A. de C.V., a Mexican Sociedad Anonima de Capital Variable (variable capital corporation) (“Grupo MVS”) on April 15, 2013 and December 16, 2014 and (2) by Cinema Aeropuerto, UTRERA, Grupo MVS and HSBC Trust Agreement Number 61549 (“HSBC”) on December 26, 2016 is hereby amended. The following constitutes Amendment No. 4 to the Statement and is filed by Cinema Aeropuerto, UTRERA, Grupo MVS, HSBC and SANTANDER Trust Agreement Number 2003914 (the “Trust”, and together with Cinema Aeropuerto, UTRERA, Grupo MVS, HSBC and the Trust, the "Reporting Persons".) Capitalized terms used herein without definition have the same meanings as those ascribed to them in the Statement.
No shares of the Issuer’s Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), or other capital stock of the Issuer have been acquired or disposed of by the Reporting Persons since the filing of Amendment No. 3. This Amendment No. 4 is being filed solely to disclose that the Trust is now the owner of Grupo MVS and may be deemed to beneficially own the shares of Class A Common Stock held by each of Cinema Aeopuerto, UTRERA and Grupo MVS. HSBC will cease reporting with respect to ownership of shares of the Issuer.
Item 2. | Identity and Background |
(a) This statement is being filed by the Reporting Persons.
(b) The address of Cinema Aeropuerto, Utrera, and Grupo MVS is Boulevard Manuel Ávila Camacho 147, Chapultepec Morales, Ciudad de México, D.F. 11510. The address of HSBC is Avenida Paseo de la Reforma #347, 3er piso Colonia Cuauhtémoc, Mexico 06500. The address of the Trust is Vasco de Quiroga # 3900, Torre B, Piso 2, Lomas de Santa Fe.
(c) The principal business of Cinema Aeropuerto is to invest in the common stock of the Issuer and to appoint a voting member of the Issuer's board of directors. In connection with an internal restructuring, Frecuencia Modulada was merged with and into Utrera. The principal business of Utrera is to own a controlling interest in Cinema Aeropeuerto. The principal business of Grupo MVS is to acquire and operate radio, television and publishing businesses, and to provide satellite, distribution and licensing services to such businesses. Cinema Aeropuerto and Utrera are indirect wholly-owned subsidiaries of, and are controlled by, Grupo MVS. The Trust, directly and indirectly, owns a 98.06% interest in Grupo MVS. The Trust is organized under the laws of Mexico for the benefit of descendants of José Joaquín Vargas Gómez.
(d) During the last five years, none of the Reporting Persons has 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 was or is 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 Reporting Persons are organized under the laws of Mexico.
Item 5. | Interest in Securities of the Issuer |
(i) Assuming conversion of all shares of Class B stock owned by it, Cinema Aeropuerto individually beneficially owns 3,208,045 shares of Class A Common Stock representing 13.8% of all of the outstanding shares of Class A Common Stock, including (A) 211,046 shares of Class A Common Stock of the Issuer issuable upon conversion of certain warrants of the issuer which are exercisable at $12.00 per share and (B) 2,996,999 shares of Class A Common Stock of the Issuer, which are issuable upon conversion of the Class B Common Stock of the Issuer, which is convertible on a one for one basis.
(ii) UTRERA, as the owner of a controlling interest in Cinema Aeropuerto, may be deemed to beneficially own the shares of Class A Common Stock held by Cinema Aeropuerto.
(iii) Grupo MVS, as the beneficial owner of a controlling interest in each of Cinema Aeropuerto and UTRERA, may be deemed to beneficially own the shares of Class A Common Stock held by each of Cinema Aeropuerto and UTRERA.
(iv) The Trust, as the owner of Grupo MVS, may be deemed to beneficially own the shares of Class A Common Stock held by each of Cinema Aeopuerto, UTRERA and Grupo MVS.
The above percentages are based on the 20,282,202 shares of Class A Common Stock reported as outstanding on the Issuer’s Form 10-K filed on March 12, 2018.
Item 7 | Material to be Filed as Exhibits |
Joint Filing Agreement |
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 March 23, 2018.
Cinema Aeropuerto, S.A. de C.V. | |
By: /s/ Joaquin Vargas Guajardo | |
Name: Joaquin Vargas Guajardo | |
Title: Attorney-in-fact | |
UTRERA, S.A.P.I. de C.V. | |
By: /s/ Joaquin Vargas Guajardo | |
Name: Joaquin Vargas Guajardo | |
Title: Attorney-in-fact | |
Grupo MVS, S.A. de C.V. | |
By: /s/ Joaquin Vargas Guajardo | |
Name: Joaquin Vargas Guajardo | |
Title: Attorney-in-fact | |
HSBC Trust Agreement Number 61549 | |
By: HSBC Mexico, S.A., as Trustee | |
By: /s/ Jose Antonio Abad Garcia | |
Name: Jose Antonio Abad Garcia | |
Title: Legal Representative | |
SANTANDER Trust Agreement Number 2003914 | |
By: BANCO SANTANDER (MEXICO), S.A. as Trustee | |
By: /s/ Jose Antonio Abad Garcia | |
Name: Jose Antonio Abad Garcia | |
Title: Legal Representative |