HWK Parent, LLC - Sep 12, 2022 Form 3 Insider Report for HEMISPHERE MEDIA GROUP, INC. (HMTV)

Role: 10%+ Owner
Signature: HWK Parent, LLC, /s/ Adam Reiss, Vice President
Stock symbol: HMTV
Transactions as of: Sep 12, 2022
Transactions value $: $0
Form type: 3
Date filed: 9/13/2022, 03:31 PM

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
holding	HMTV	Class B Common Stock							Sep 12, 2022	Class A Common Stock	15.7M		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	In accordance with the terms of the amended and restated certificate of incorporation of the Issuer, each share of the Issuer's Class B common stock, par value $0.0001 per share, is convertible in whole or in part at any time at the holder's election into an equal number of fully paid and non-assessable shares of the Issuer's Class A common stock, par value $0.0001 per share, and has no expiration date.
F2	In connection with the Agreement and Plan of Merger, dated as of May 9, 2022, by and among the Issuer, Hemisphere Media Holdings, LLC, HWK Parent, LLC ("HWK Parent"), a wholly owned subsidiary of Gato Investments LP ("Gato Investments"), HWK Merger Sub 1, Inc., and HWK Merger Sub 2, LLC, these securities were transferred by Gato Investments to HWK Parent (the "Transfer"). Following the Transfer, HWK Parent, Gato Investments and Gemini Latin Holdings, LLC intend to jointly file Section 16 reports with respect to these securities.

Content

In accordance with the terms of the amended and restated certificate of incorporation of the Issuer, each share of the Issuer's Class B common stock, par value $0.0001 per share, is convertible in whole or in part at any time at the holder's election into an equal number of fully paid and non-assessable shares of the Issuer's Class A common stock, par value $0.0001 per share, and has no expiration date.

In connection with the Agreement and Plan of Merger, dated as of May 9, 2022, by and among the Issuer, Hemisphere Media Holdings, LLC, HWK Parent, LLC ("HWK Parent"), a wholly owned subsidiary of Gato Investments LP ("Gato Investments"), HWK Merger Sub 1, Inc., and HWK Merger Sub 2, LLC, these securities were transferred by Gato Investments to HWK Parent (the "Transfer"). Following the Transfer, HWK Parent, Gato Investments and Gemini Latin Holdings, LLC intend to jointly file Section 16 reports with respect to these securities.