Sec Form 4 Filing - Brener Gabriel @ HEMISPHERE MEDIA GROUP, INC. - 2018-04-04

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 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) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former 10% Owner (Last) (First) (Middle) C/O HEMISPHERE MEDIA GROUP, INC., 2000 PONCE DE LEON BLVD., SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 04/04/2018 (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 04/04/2018 D 104,000 ( 1 ) D $ 0 1,312,848 I By: Azteca Acquisition Holdings, LLC ( 2 ) CLASS A COMMON STOCK 32,516 ( 3 ) D CLASS A COMMON STOCK 7,500 I By: Brener International Group, LLC ( 4 ) CLASS A COMMON STOCK 400 I BY CHILDREN ( 5 )

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 Former 10% Owner Azteca Acquisition Holdings, LLC C/O HEMISPHERE MEDIA GROUP, INC. 2000 PONCE DE LEON BLVD., SUITE 500 CORAL GABLES, FL33134 Former 10% Owner Signatures /s/ Gabriel Brener 04/06/2018 Signature of Reporting Person Date Azteca Acquisition Holdings, LLC; By: Gabriel Brener, Sole Member: /s/ Gabriel Brener 04/06/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the forfeiture of shares of Class A Common Stock to Hemisphere Media Group, Inc.(the "Company") pursuant to the terms of the Equity Restructuring and Warrant Purchase Agreement, dated as of January 22, 2013, by and among Azteca Acquisition Holdings, LLC ("Azteca Holdings"), the Company and the other parties identified therein, whereby the closing sales price of the Class A Common Stock did 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. ( 2 )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. ( 3 )Does not include 1,320,748 shares of Class A Common Stock that may be deemed to be indirectly held by Mr. Brener, which consists of shares directly held by Azteca Holdings, Brener International Group, LLC ("BIG"), and Mr. Brener's children, as reported herein. In addition, 2,022,222 warrants directly held by BIG, which were exercisable at $12.00 per share for 1,011,111 shares of Class A Common Stock upon conversion, expired on April 4, 2018. ( 4 )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. ( 5 )Mr. Brener disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Remarks: This Form 4 is filed jointly by Mr. Brener and Azteca Holdings, and constitutes an exit filing for them, as they no longer hold more than 10% of a registered class of equity securities of the Company, and as such, are no longer subject to Section 16 under the Securities Exchange Act of 1934, as amended.

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).

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