Peter M. Kern - 13 Sep 2022 Form 4 Insider Report for HEMISPHERE MEDIA GROUP, INC.

Footnote F1

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 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").

Footnote F2

In the Mergers, each share of the Issuer's Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), and Class B Common Stock, par value $0.0001 per share ("Class B Common Stock" and together with the Class A Common Stock, 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 of Class B Common Stock held by HWK Parent, LLC and 29,697 of the shares of Class A Common Stock held directly by Mr. Kern were excluded shares pursuant to the Merger Agreement and were cancelled for no consideration.

Footnote F3

In accordance with the terms of the amended and restated certificate of incorporation of the Issuer, each share of Class B Common Stock was 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 Class A Common Stock and had no expiration date.

Footnote F4

These shares of Class B Common Stock were owned directly by Gato Investments LP ("Gato Investments"), and indirectly by Gemini Latin Holdings, LLC (the "General Partner"), as general partner of Gato Investments, and Mr. Kern, as the managing member of the General Partner. These securities were transferred by Gato Investments to HWK Parent, LLC ("HWK Parent"), a wholly-owned subsidiary of Gato Investments, and such shares were then owned directly by HWK Parent, and indirectly by the General Partner, as general partner of Gato Investments, and Mr. Kern, as the managing member of the General Partner. The General Partner, as well as Mr. Kern, disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein.