Sec Form 4 Filing - Sokol Alan J. @ HEMISPHERE MEDIA GROUP, INC. - 2017-11-29

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 Sokol Alan J. 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 X __ Officer (give title below) _____ Other (specify below) CEO, President (Last) (First) (Middle) C/O HEMISPHERE MEDIA GROUP, INC., 4000 PONCE DE LEON BLVD, SUITE 650 3. Date of Earliest Transaction (MM/DD/YY) 11/29/2017 (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 11/29/2017 J( 1 ) V 250,545 D $ 0 509,591 ( 2 ) 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 EMPLOYEE STOCK OPTION (RIGHT TO BUY) $ 10.2 11/29/2017 J( 1 ) V 312,500 ( 3 ) ( 4 ) 04/09/2023 Class A Common Stock 312,500 $ 0 487,500 ( 5 ) D EMPLOYEE STOCK OPTION (RIGHT TO BUY) $ 11.9 ( 6 ) 11/10/2026 Class A Common Stock 300,000 300,000 ( 6 ) D WARRANTS (RIGHT TO PURCHASE) $ 6 11/29/2017 J( 1 ) V 1,650 04/04/2013 04/04/2018( 7 ) Class A Common Stock 825 $ 0 1,650 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sokol Alan J. C/O HEMISPHERE MEDIA GROUP, INC. 4000 PONCE DE LEON BLVD, SUITE 650 CORAL GABLES, FL33146 X CEO, President Signatures /s/ Alan J. Sokol 12/01/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The securities of Hemisphere Media Group, Inc. (the "Company") were transferred directly to Mr. Sokol's former spouse as a part of a domestic relations order in a transaction exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-12. This is a volunatry filing. ( 2 )Of these shares, 216,666 are restricted securities which will vest, subject to certain exceptions, as follows: 100,000 shares will vest upon the fair market value of the Company's Class A common stock, par value $0.0001 per share ("Class A common stock") stock price reaching or exceeding $15.00 per share on at least ten trading days (which need not be consecutive) following April 4, 2013, and 116,666 shares will vest in equal annual installments on the second and third anniversary of April 5, 2016. ( 3 )Of the options transferred, 37,500 options to purchase shares of Class A common stock, shall be held by the Reporting Person in constructive trust until the vesting condition for such options is satisfied (as discussed in note 4 below) and since the economic interest in such 37,500 options to purchase Class A common stock has been transferred pursuant to the domestic relations order, the Reporting Person no longer reports as beneficially owned and disclaims ownership over such options held in constructive trust or any of the other securities in which beneficial ownership was transferred to his former spouse as reported herein. ( 4 )Of these options to purchase shares of Class A common stock that have been transferred, 37,500 options will vest upon the fair market value of the Class A common stock price reaching or exceeding $15.00 per share on at least ten trading days (which need not be consecutive) following April 4, 2013. ( 5 )Of these stock options, 212,500 options will vest upon the fair market value of the Class A common stock price reaching or exceeding $15.00 per share on at least ten trading days (which need not be consecutive) following April 4, 2013. ( 6 )Of these stock options, 100,000 options are fully vested, and 200,000 options will vest, subject to certain exceptions, in equal annual installments on the second and third anniversary of April 5, 2016. ( 7 )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.

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