Edgar Filing: HEMISPHERE MEDIA GROUP, INC.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â HICKS MUSE TATE & FURST EQUITY FUND III LP

2. Date of Event Requiring Statement (Month/Day/Year)
12/15/2014

3. Issuer Name and Ticker or Trading Symbol
HEMISPHERE MEDIA GROUP, INC. [HMTV]

(Last)

(First)

(Middle)

2100 MCKINNEY AVENUE, SUITE 1600

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

DALLAS,Â TXÂ 75201

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	2,884,231	D ⁽¹⁾ ⁽³⁾ ⁽⁴⁾	Â
Class A Common Stock	88,351	I	See footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HICKS MUSE TATE & FURST EQUITY FUND III LP 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS,Â TXÂ 75201	Â	Â X	Â	Â
MUSE JOHN R 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS,Â TXÂ 75201	Â	Â X	Â	Â
Rosen Andrew S. 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS,Â TXÂ 75201	Â	Â X	Â	Â
HM3/GP PARTNERS, L.P. 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS,Â TXÂ 75201	Â	Â X	Â	Â
HM3 COINVESTORS, L.P. 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS,Â TXÂ 75201	Â	Â X	Â	Â
HICKS MUSE GP PARTNERS III LP 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS,Â TXÂ 75201	Â	Â X	Â	Â
HICKS MUSE FUND III INC 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS,Â TXÂ 75201	Â	Â X	Â	Â

Signatures

SEE ATTACHMENTS		12/29/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	Held of record by Hicks, Muse, Tate & Furst Equity Fund III, L.P., a Delaware limited partnership ("Fund III").
(2)	Held of record by HM3 Coinvestors, L.P., a Texas limited partnership ("HM3 Coinvestors").
(3)	HM3/GP Partners, L.P., a Texas limited partnership ("HM3/GP Partners"), is the sole general partner of Fund III. HM3/GP Partners may be deemed to beneficially own all of the 2,884,231 shares of Class A Common Stock of the issuer that are held directly and of record by Fund III. Hicks Muse GP Partners III, L.P., a Texas limited partnership ("GP Partners III"), is the sole general partner of HM3/GP Partners and the sole general partner of HM3 Coinvestors. GP Partners III may be deemed to beneficially own all of the 2,884,231 shares of Class A Common Stock of the issuer that may be deemed to be owned beneficially by HM3/GP Partners and all of the 88,351 shares of Class A Common Stock of the issuer that are held directly and of record by HM3 Coinvestors. Hicks Muse Fund III Incorporated, a Texas corporation ("Fund III Incorporated"), is the sole general partner of GP Partners III.
(4)	(Continued from footnote 3) Fund III Incorporated may be deemed to beneficially own all of the 2,972,582 shares of Class A Common Stock of the Issuer that may be deemed to be owned beneficially by GP Partners III. John R. Muse and Andrew S. Rosen are executive officers of Fund III Incorporated, the ultimate general partner of each of Fund III and HM3 Coinvestors. In addition, Messrs. Muse and Rosen comprise a two-person committee that exercises voting and dispositive powers over the issuer's securities held by Fund III Incorporated. Accordingly, Messrs. Muse and Rosen may be deemed to beneficially own all of the 2,972,582 shares of Class A Common Stock of the issuer that may be deemed to be owned beneficially by Fund III Incorporated. Each of Mr. Muse, Mr. Rosen, HM3/GP Partners, GP Partners III and Fund III Incorporated (the "reporting persons") disclaim beneficial ownership of the issuer's securities except to the extent of any of their respective pecuniary interest therein.
Â Remarks: TheÂ reportingÂ personsÂ mayÂ beÂ deemedÂ toÂ beÂ membersÂ ofÂ aÂ groupÂ thatÂ collectivelyÂ areÂ 10%Â owners.Â TheÂ referencedÂ relationshipsÂ areÂ describedÂ inÂ moreÂ detailÂ inÂ theÂ ScheduleÂ 13DÂ filedÂ onÂ DecemberÂ 29,Â 2014,Â byÂ theÂ reportingÂ persons.Â EachÂ ofÂ theÂ reportingÂ personsÂ disclaimsÂ theÂ existenceÂ ofÂ aÂ groupÂ andÂ disclaimsÂ beneficialÂ ownershipÂ ofÂ anyÂ securitiesÂ heldÂ byÂ theÂ otherÂ reportingÂ persons. ExhibitÂ List: ExhibitÂ 24.1 ExhibitÂ 24.2

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