Amended Statement of Beneficial Ownership (sc 13d/a)
12 September 2022 - 2:21PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D/A |
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Under the Securities Exchange Act of 1934
(Amendment No. 9)* |
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Hemisphere Media
Group, Inc. |
(Name of Issuer) |
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Class A Common Stock,
par value $0.0001 per share |
(Title of Class of Securities) |
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42365Q103 |
(CUSIP Number) |
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Jonathan Brolin
Edenbrook Capital, LLC
116 Radio Circle
Mount Kisco, NY 10549
(914) 239-3117
with a copy to:
Eleazer Klein, Esq.
Adriana Schwartz, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000 |
(Name, Address and Telephone Number of Person |
Authorized to Receive Notices and Communications) |
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September 12, 2022 |
(Date of Event Which Requires Filing of This Statement) |
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If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or
Rule 13d-1(g), check the following box. [ ]
(Page 1 of 5 Pages)
______________________________
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 42365Q103 | SCHEDULE 13D/A | Page 2 of 5 Pages |
1 |
NAME OF REPORTING PERSON
Edenbrook Capital, LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS
AF |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
New York |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
7 |
SOLE VOTING POWER
-0- |
8 |
SHARED VOTING POWER
3,089,289 |
9 |
SOLE DISPOSITIVE POWER
-0- |
10 |
SHARED DISPOSITIVE POWER
3,089,289 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,089,289 |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.83% |
14 |
TYPE OF REPORTING PERSON
IA, OO |
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CUSIP No. 42365Q103 | SCHEDULE 13D/A | Page 3 of 5 Pages |
1 |
NAME OF REPORTING PERSON
Jonathan Brolin |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS
AF |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
7 |
SOLE VOTING POWER
-0- |
8 |
SHARED VOTING POWER
3,089,289 |
9 |
SOLE DISPOSITIVE POWER
-0- |
10 |
SHARED DISPOSITIVE POWER
3,089,289 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,089,289 |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.83% |
14 |
TYPE OF REPORTING PERSON
IN |
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CUSIP No. 42365Q103 | SCHEDULE 13D/A | Page 4 of 5 Pages |
This Amendment No. 9 (“Amendment
No. 9”) amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange
Commission (the “SEC”) on May 18, 2020, as subsequently amended on Schedule 13D (as amended thereby and hereby, the “Schedule
13D”), with respect to the Class A Common Stock, par value $0.0001 (the “Class A Common Stock”) of Hemisphere Media
Group, Inc. (the “Issuer”). Capitalized terms used herein and not otherwise defined in this Amendment No. 9 have the meanings
set forth in the Schedule 13D. This Amendment No. 9 amends Items 4, 5(a) and 7 as set forth below.
Item 4. |
PURPOSE OF TRANSACTION |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows: |
On September 12, 2022, Edenbrook sent the letter (the
“September 12 Letter”) to Peter Kern, the Chairman of the Board, in the press release attached as Exhibit F, which
is incorporated herein by reference.
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Edenbrook has taken all necessary steps to perfect its appraisal rights under Delaware law with respect to the Take Private. |
Item 5. |
INTEREST IN SECURITIES OF THE ISSUER |
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Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows:
As of the date hereof, Edenbrook and
Mr. Brolin may be deemed to be the beneficial owners of 3,089,289 shares
of Class A Common Stock, constituting 14.83% of the shares of Class A Common Stock, based
upon 20,827,861 shares of Class A Common Stock outstanding as of August 5, 2022, based on the information set forth
in the Current Report on Form 8-K filed by the Issuer on September 8, 2022. |
Item 7. |
MATERIAL TO BE FILED AS EXHIBITS |
Item 7 of the Schedule 13D is hereby amended and supplemented as follows: |
Exhibit F |
September 12 Letter. |
CUSIP No. 42365Q103 | SCHEDULE 13D/A | Page 5 of 5 Pages |
SIGNATURES
After reasonable inquiry and to the best of
his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Date: September 12, 2022
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By: |
/s/ Jonathan Brolin |
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Name: |
Jonathan Brolin |
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Title: |
Managing Member |
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By: |
/s/ Jonathan Brolin |
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JONATHAN BROLIN |
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