Sec Form 4 Filing - Brener Gabriel @ HEMISPHERE MEDIA GROUP, INC. - 2016-05-16

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Brener Gabriel 2. Issuer Name and Ticker or Trading Symbol HEMISPHERE MEDIA GROUP, INC. [ HMTV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O HEMISPHERE MEDIA GROUP, INC., 2000 PONCE DE LEON BLVD., SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 05/16/2016 (Street) CORAL GABLES, FL33134 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price CLASS A COMMON STOCK 05/16/2016 A 8,765 ( 1 ) A $ 0 32,516 ( 2 ) D CLASS A COMMON STOCK 7,500 I BY: BRENER INTERNATIONAL GROUP, LLC ( 3 ) CLASS A COMMON STOCK 1,416,848 ( 4 ) I BY AZTECA ACQUISITION HOLDINGS, LLC ( 5 ) CLASS A COMMON STOCK 400 ( 6 ) I BY CHILDREN ( 6 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Brener Gabriel C/O HEMISPHERE MEDIA GROUP, INC. 2000 PONCE DE LEON BLVD., SUITE 500 CORAL GABLES, FL33134 X X Azteca Acquisition Holdings, LLC C/O HEMISPHERE MEDIA GROUP, INC. 2000 PONCE DE LEON BLVD., SUITE 500 CORAL GABLES, FL33134 X Signatures /s/ Gabriel Brener 05/18/2016 Signature of Reporting Person Date Azteca Acquisition Holdings, LLC; By: Gabriel Brener, Sole Member: /s/ Gabriel Brener 05/18/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents restricted stock granted pursuant to the Hemisphere Media Group, Inc. Amended and Restated 2013 Equity Incentive Plan. The restricted stock will vest on the day preceding Hemisphere Media Group, Inc.'s (the "Company") 2017 annual meeting, subject to the reporting person's continued service as a director on such vesting date. ( 2 )Does not include 2,435,859 shares of Class A Common Stock that may be deemed to be indirectly held by Mr. Brener, which consists of (a) shares directly held by Azteca Acquisition Holdings, LLC ("Azteca Holdings"), Brener International Group, LLC ("BIG"), and Mr. Brener's children, as reported herein, and (b) 1,011,111 shares of Class A Common Stock issuable upon the exercise of warrants of the Company directly held by BIG, as previously reported on Mr. Brener's Form 3 filed with the SEC on April 4, 2013. ( 3 )The reported securities are directly held by BIG, and may be deemed to be indirectly held by Mr. Brener as the manager of BIG, which is manager managed. Mr. Brener disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. ( 4 )Includes 104,000 shares of Class A Common Stock, subject to forfeiture in the event the closing sales price of the Class A Common Stock does not equal or exceed $15.00 per share for any 20 trading days within at least one 30-trading day period within 60 months of April 4, 2013. ( 5 )The reported securities are directly held by Azteca Holdings, and may be deemed to be indirectly held by Mr. Brener through his membership interest in Azteca Holdings. Mr. Brener disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. ( 6 )Mr. Brener disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Remarks: This report is filed jointly by Mr. Brener and Azteca Holdings.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.