Sec Form 4 Filing - Hindery Leo J. Jr. @ HEMISPHERE MEDIA GROUP, INC. - 2016-10-21

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

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1. Name and Address of Reporting Person Hindery Leo J. Jr. 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 _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O HEMISPHERE MEDIA GROUP, INC., 4000 PONCE DE LEON BLVD, SUITE 650 3. Date of Earliest Transaction (MM/DD/YY) 10/21/2016 (Street) CORAL GABLES, FL33146 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 10/21/2016 C( 1 )( 2 ) 9,226,420 A $ 0 9,226,420 I By Intermedia Partners VII, L.P. ( 3 ) Class A Common Stock 10/21/2016 J( 4 ) 8,807,037 D $ 0 419,383 ( 5 ) I By Intermedia Partners VII, L.P. ( 3 ) Class A Common Stock 32,516 D

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 Warrants (Right to Purchase) $ 6 10/21/2016 J( 4 ) 700,522 04/04/2013 04/04/2018( 6 ) Class A Common Stock 350,261 $ 0 744,198 I By Intermedia Partners VII, L.P. ( 3 ) Warrants (Right to Purchase) $ 6 10/21/2016 S 744,198 ( 7 ) 04/04/2013 04/04/2018( 6 ) Class A Common Stock 372,099 ( 8 ) 0 I By Intermedia Partners VII, L.P. ( 3 ) Warrants (Right to Purchase) $ 6 10/21/2016 S 422,092 ( 7 ) 04/04/2013 04/04/2018( 6 ) Class A Common Stock 211,046 ( 8 ) 0 I By Intermedia Cine Latino, LLC ( 3 ) Class B Common Stock ( 1 ) 10/21/2016 C( 1 )( 2 ) 9,226,420 ( 1 ) ( 1 ) Class A Common Stock 9,226,420 $ 0 11,206,042 I By Intermedia Partners VII, L.P. ( 3 ) Class B Common Stock ( 1 ) 10/21/2016 J( 4 ) 680,952 ( 1 ) ( 1 ) Class A Common Stock 680,952 $ 0 10,525,090 I By Intermedia Partners VII, L.P. ( 3 ) Class B Common Stock ( 1 ) 10/21/2016 S 10,525,090 ( 7 ) ( 1 ) ( 1 ) Class A Common Stock 10,525,090 ( 8 ) 0 I By Intermedia Partners VII, L.P. ( 3 ) Class B Common Stock ( 1 ) 10/21/2016 S 5,969,581 ( 7 ) ( 1 ) ( 1 ) Class A Common Stock 5,969,581 ( 8 ) 0 I By Intermedia Cine Latino, LLC ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hindery Leo J. Jr. C/O HEMISPHERE MEDIA GROUP, INC. 4000 PONCE DE LEON BLVD, SUITE 650 CORAL GABLES, FL33146 X Signatures /s/ Leo J. Hindery, Jr. 10/25/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In accordance with the terms of Hemisphere Media Group, Inc.'s (the "Company") amended and restated certificate of incorporation, each share of the Class B common stock, par value $0.0001 per share ("Class B common stock"), of the Company 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 Class A common stock, par value $0.0001 per share ("Class A common stock"), and has no expiration date. ( 2 )The reported securities have been converted into shares of the Company's Class A common stock prior to being distributed to the limited partners of InterMedia Partners VII, L.P. ("IM"). ( 3 )The reported securities are owned directly by IM, and indirectly by InterMedia Partners, L.P. ("GP"), as general partner of IM, Leo Hindery, Jr., as manager of GP, and Peter M. Kern, as manager of GP. GP, as well as Messrs. Hindery and Kern disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. ( 4 )The reported securities have been distributed by IM to certain of its limited partners. ( 5 )The reported securities are subject to forfeiture pursuant to the Equity Restructuring Agreement (as defined below) unless the closing sale price of Class A common stock equals or exceeds $15.00 per share for any 20 trading days within at least one 30-trading day period before April 4, 2018 (the "Vesting Condition"). The reported securities have been retained by IM and will distributed on a pro rata basis to certain limited partners upon the satisfaction of the Vesting Condition. ( 6 )Pursuant to the terms of the warrant agreement, as amended by the Assignment, Assumption and Amendment of Warrant Agreement, a form of which was filed with the Securities and Exchange Commission as Annex B to the Company's Amendment No. 3 to its Registration Statement on Form S-4 filed on March 15, 2013, as subsequently amended, the warrants will expire on April 4, 2018 unless the Company is liquidated prior to such time. ( 7 )Of the reported securities disposed, Mr. Hindery held a pecuniary interest in an aggregate of 663,638 shares of Class B common stock and 46,924 warrants to purchase 23,462 shares of Class A common stock. ( 8 )Pursuant to a stock purchase agreement, dated as of September 6, 2016, by and among Gato Investments LP (the "Investor"), IM and InterMedia Cine Latino, LLC ("IM Cine") (the "Stock Purchase Agreement"), the Investor purchased the reported securities at a price of $9.75 per allocable "Security." "Security" means (A) one share of Class B common stock that is not subject to any type of forfeiture, (B) 0.047619 shares of Class B common stock subject to forfeiture pursuant to the Equity Restructuring and Warrant Purchase Agreement (the "Equity Restructuring Agreement"), dated as of January 22, 2013, by and among Azteca Acquisition Corporation, HMG, Azteca Acquisition Holdings, LLC, Brener International Group, LLC, IMP, IM Cine, Cinema Aeropuerto, S.A de C.V and the other parties identified therein and (C) 0.074074 warrants to purchase 0.037037 shares of Class A common stock.

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