Sec Form 4 Filing - Gemini Latin Holdings, LLC @ HEMISPHERE MEDIA GROUP, INC. - 2022-09-13

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 Gemini Latin Holdings, LLC 2. Issuer Name and Ticker or Trading Symbol HEMISPHERE MEDIA GROUP, INC. [ HMTV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O INTERMEDIA PARTNERS, L.P., 228 PARK AVENUE SOUTH, PMB 67521 3. Date of Earliest Transaction (MM/DD/YY) 09/13/2022 (Street) NEW YORK, NY10003 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

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 Class B Common Stock ( 1 ) 09/13/2022 D( 2 ) 15,744,913 ( 1 ) ( 1 ) Class A Common Stock 15,744,913 $ 0( 3 ) 0 I By HWK Parent, LLC( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gemini Latin Holdings, LLC C/O INTERMEDIA PARTNERS, L.P. 228 PARK AVENUE SOUTH, PMB 67521 NEW YORK, NY10003 X Gato Investments LP C/O INTERMEDIA PARTNERS, L.P. 228 PARK AVENUE SOUTH, PMB 67521 NEW YORK, NY10003 X HWK Parent, LLC C/O INTERMEDIA PARTNERS, L.P. 228 PARK AVENUE SOUTH, PMB 67521 NEW YORK, NY10003 X Signatures Gemini Latin Holdings, LLC, /s/ Peter Kern, Managing Member 09/13/2022 Signature of Reporting Person Date Gato Investments LP, By: Gemini Latin Holdings, LLC, its general partner, /s/ Peter Kern, Managing Member 09/13/2022 Signature of Reporting Person Date HWK Parent, LLC, /s/ Adam Reiss, Vice President 09/13/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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"). ( 3 )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. ( 4 )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.

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.