Edgar Filing: HEMISPHERE MEDIA GROUP, INC.

Ownership Submission

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 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 ^*

Grupo Frecuencia Modulada Television, S.A. de C.V.

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)
Indirect 10% Owner

(Last)

(First)

(Middle)

BLVD. MANUEL AVILA, CAMACHO 147, CHAPULTEPEC MORALES

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2014

(Street)

CIUDAD DE MEXICO, D.F., O5 11510

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

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/15/2014		C		2,972,582	A	⁽¹⁾	2,972,582	I	Group Member ⁽²⁾
Class A Common Stock	12/15/2014		S		2,972,582	D	$ 12.78 ⁽³⁾	0	I	Group Member ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock

⁽⁴⁾

12/15/2014

2,972,582 ⁽¹⁾

⁽⁴⁾

Class A Common Stock

2,972,582

$ 0

2,996,999

Group Member ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Grupo Frecuencia Modulada Television, S.A. de C.V. BLVD. MANUEL AVILA, CAMACHO 147 CHAPULTEPEC MORALES CIUDAD DE MEXICO, D.F., O5 11510				Indirect 10% Owner

Signatures

/s/ Joaquin Vargas Guajardo		12/16/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The Class A Common Stock was acquired following the conversion of Class B Common Stock held by Cinema Aeropuerto, S.A. de C.V. ("Cinema") into shares for Class A Common Stock on a one-for-one basis. Cinema also holds warrants that may be converted into 211,046 Shares of Class A Common Stock at an exercise price of $12.00 per share.
(2)	Grupo MVS, S.A. de C.V. is the controlling entity of Grupo Frecuencia Modulada Television, S.A. de C.V. ("Grupo Frecuencia"). Grupo MVS, S.A. de C.V. is controlled by a trust. Grupo Frecuencia is the controlling entity of Cinema, which directly holds the securities reported on this form.
(3)	The Class A Common Stock was transferred by Cinema to a third party in connection with a reduction in its capital stock.
(4)	The Class B Common Stock is convertible at any time into the issuer's Class A Common Stock on a 1-for-1 basis and has no expiration date.

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