Gemini Latin Holdings, LLC - Sep 13, 2022 Form 4 Insider Report for HEMISPHERE MEDIA GROUP, INC. (HMTV)

Role: 10%+ Owner
Signature: Gemini Latin Holdings, LLC, /s/ Peter Kern, Managing Member
Stock symbol: HMTV
Transactions as of: Sep 13, 2022
Transactions value $: $0
Form type: 4
Date filed: 9/13/2022, 03:33 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
transaction	HMTV	Class B Common Stock	Disposed to Issuer	$0	-15.7M	-100%	$0.00^*	0	Sep 13, 2022	Class A Common Stock	15.7M		By HWK Parent, LLC	F1, F2, F3, F4

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

Gemini Latin Holdings, LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

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 ("Class B Common Stock"), 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 ("Class A Common Stock" and together with the Class B Common Stock, the "Hemisphere Common Stock"), and has no expiration date.
F2	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 Parent"), 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").
F3	In the Mergers, each share of the Hemisphere Common Stock issued and outstanding immediately prior to the effective time of the Mergers, 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, payable to the holder thereof, without interest, subject to and in accordance with the terms and conditions of the Merger Agreement. The 15,744,913 shares held by HWK Parent were excluded shares pursuant to the Merger Agreement and were cancelled for no consideration.
F4	These securities are owned directly by HWK Parent and indirectly by Gato Investments LP ("Gato Investments"), Gemini Latin Holdings, LLC (the "General Partner"), as general partner of Gato Investments, and Mr. Peter M. Kern, as the managing member of the General Partner. HWK Parent, the General Partner, Gato Investments, and Mr. Kern disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein.

Remarks:

This report is filed jointly by Gato Investments, the General Partner and HWK Parent, each of whom are 10% owners. Mr. Kern will file a separate report in connection with the transaction subject to this report.