| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | HMTV | CLASS A COMMON STOCK | Award | $0 | +15K | $0.00 | 15K | May 12, 2022 | Direct | F1, F2, F3 | |
| transaction | HMTV | CLASS A COMMON STOCK | Other | $0 | -15K | -100% | $0.00* | 0 | May 12, 2022 | Direct | F1, F2, F3, F4 |
| Id | Content |
|---|---|
| F1 | Represents restricted shares of Hemisphere Media Group, Inc. (the "Company") Class A common stock, par value $0.0001 per share ("Common Stock") granted to the Reporting Person in connection with his service on the Company's Board of Directors pursuant to the Hemisphere Media Group, Inc. Amended and Restated 2013 Equity Incentive Plan. The number of restricted shares was calculated by dividing $100,000 by the closing share price of the Common Stock on May 12, 2022 (the "Date of Grant"). The restricted stock will vest on the day preceding the Company's 2023 annual meeting, subject to the Reporting Person's continued service as a director on such vesting date; provided, however, that in accordance with the terms of that certain Agreement and Plan of Merger (the "Merger Agreement") filed by the Company on its Current Report on Form 8-K filed with the SEC on May 9, 2022, the restricted stock shall vest at the Effective Time (as defined in the Merger Agreement) of the Company (Cont'd in FN2) |
| F2 | (Cont'd from FN1) Merger (as defined in the Merger Agreement) solely on a pro-rated basis and be treated in accordance with Section 3.05(b) of the Merger Agreement in the event the Merger Agreement and the transactions contemplated thereby, including the Mergers (as defined in the Merger Agreement) are approved and adopted by the stockholders of the Company, and any remaining shares of restricted stock (after taking into account such pro-rated vesting) shall be cancelled and terminated at the Effective Time without payment therefor. For purposes of the immediately preceding sentence, proration shall be calculated by multiplying the number of shares of restricted stock at the Effective Time by a fraction (x) the numerator of which is the number of days that have elapsed during the period that begins on the Date of Grant and ends on the Closing Date (as defined in the Merger Agreement) and (y) the denominator of which is 365. If the foregoing (Cont'd in FN3) |
| F3 | (Cont'd from FN2) formula results in vesting of a fractional share, the number of shares that vest on a pro-rated basis shall be rounded down to the nearest whole share. |
| F4 | All restricted shares referred to in the preceding note 1 were transferred by Mr. Reiss and are owned by Searchlight Capital Partners, LP, a Delaware limited partnership ("SCP LP"). See Remarks below. |
Mr. Reiss, a manager of Searchlight II HMT GP, LLC ("SCP HMT GP"), a Delaware limited liability company and an affiliate of SCP LP, serves on the board of directors of the Company. Mr. Reiss was selected by SCP HMT GP as a designee to the board of directors of the Company pursuant to the Stockholders Agreement, dated as of September 6, 2016, as amended by Amendment No. 1, dated as of October 21, 2016, and Amendment No. 2, dated as of June 9, 2019, by and among the Company, Gato Investments LP, InterMedia Hemisphere Roll-Over L.P., InterMedia Partners VII, L.P., Gemini Latin Holdings, LLC, Peter M. Kern and Searchlight II HMT, L.P.