a68963_sc13ga.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
SCHEDULE 13G
  
     
 
Under the Securities Exchange Act of 1934
  
     
 
(Amendment No. 2)*
  

 
Hemisphere Media Group, Inc.
  
 
(Name of Issuer)
  

 
Class A Common Stock
  
 
(Title of Class of Securities)
  

 
42365Q103
  
 
(CUSIP Number)
  

 
May 7, 2015
  
 
(Date of Event which Requires Filing of this Statement)
  


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[ ]
Rule 13d-1(b)
   
[x]
Rule 13d-1(c)
   
[ ]
Rule 13d-1(d)
 
 
 
 
 
 
 
___________________________________
*  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 the disclosures provided in a prior cover page.
 
The information required in 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).
 
 
 
 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Pleasant Lake Partners LLC
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
 
3
SEC Use Only
 
4
Citizenship or Place of Organization.
 
Delaware
 

Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
 
6    Shared Voting Power
 
1,845,554 shares
 
Refer to Item 4 below.
 
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
1,845,554 shares
 
Refer to Item 4 below.
 

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,845,554 shares
 
Refer to Item 4 below.
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
 
11
Percent of Class Represented by Amount in Row (9)*
 
12.2%
 
Refer to Item 4 below.
 
12
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)

 
 
 
 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
PLP MM LLC
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
 
3
SEC Use Only
 
4
Citizenship or Place of Organization.
 
Delaware
 

Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
 
6    Shared Voting Power
 
1,845,554 shares
 
Refer to Item 4 below.
 
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
1,845,554 shares
 
Refer to Item 4 below.
 

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,845,554 shares
 
Refer to Item 4 below.
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
 
11
Percent of Class Represented by Amount in Row (9)*
 
12.2%
 
Refer to Item 4 below.
 
12
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)

 
 
 
 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Pleasant Lake Offshore Master Fund L.P.
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
 
3
SEC Use Only
 
4
Citizenship or Place of Organization.
 
Cayman Islands
 

Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
 
6    Shared Voting Power
 
1,845,554 shares
 
Refer to Item 4 below.
 
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
1,845,554 shares
 
Refer to Item 4 below.
 

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,845,554 shares
 
Refer to Item 4 below.
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
 
11
Percent of Class Represented by Amount in Row (9)*
 
12.2%
 
Refer to Item 4 below.
 
12
Type of Reporting Person (See Instructions)
 
PN (Limited Partnership)

 
 
 
 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Jonathan Lennon
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
 
3
SEC Use Only
 
4
Citizenship or Place of Organization.
 
United States
 

Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
 
6    Shared Voting Power
 
1,845,554 shares
 
Refer to Item 4 below.
 
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
1,845,554 shares
 
Refer to Item 4 below.
 

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,845,554 shares
 
Refer to Item 4 below.
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
 
11
Percent of Class Represented by Amount in Row (9)*
 
12.2%
 
Refer to Item 4 below.
 
12
Type of Reporting Person (See Instructions)
 
IN

 
 
 

SCHEDULE 13G
 
Item 1.
  
 
 
(a)
Name of Issuer
   
 
Hemisphere Media Group, Inc.
 
 
(b)
Address of Issuer’s Principal Executive Offices
   
 
2000 Ponce de Leon Blvd., Suite 500
Coral Gables, FL  33134

Item 2.
  

 
(a)
Name of Person Filing
   
 
Pleasant Lake Partners LLC
PLP MM LLC
Pleasant Lake Offshore Master Fund L.P.
Jonathan Lennon
 
 
(b)
Address of Principal Business Office or, if none, Residence
   
 
110 Greene Street, Suite 604
New York, New York  10012
 
 
(c)
Citizenship
   
 
Pleasant Lake Partners LLC - Delaware
PLP MM LLC - Delaware
Pleasant Lake Offshore Master Fund L.P. - Cayman Islands
Jonathan Lennon - United States
 
 
(d)
Title of Class of Securities
   
 
Class A Common Stock
 
 
(e)
CUSIP Number
   
 
42365Q103

Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 
(a)
[ ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
(c)
[ ]
Insurance Company as defined in Section 3(a)(19) of the Act
 
(d)
[ ]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 
 
 


 
(e)
[ ]
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
(f)
[ ]
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
(g)
[ ]
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
 
(h)
[ ]
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)
[ ]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
(j)
[ ]
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
 
(k)
[ ]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Item 4.
Ownership***

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Shares reported herein represent 1,845,554 shares beneficially owned by Pleasant Lake Offshore Master Fund L.P. (the “Fund”), as a result of the Fund’s ownership of 1,749,054 common stock of the issuer and warrants exercisable for 96,500 common stock of the issuer. Pleasant Lake Partners LLC (“PLP”) serves as the investment manager and for which Pleasant Lake Onshore GP LLC (“GP LLC”) serves as General Partner.  PLP MM LLC is the managing member of PLP.  Jonathan Lennon serves as manager of PLP MM LLC and GP LLC.  Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.


 
(a)
Amount Beneficially Owned***
   
 
Pleasant Lake Partners LLC - 1,845,554 shares
PLP MM LLC - 1,845,554 shares
Pleasant Lake Offshore Master Fund L.P. - 1,845,554 shares
Jonathan Lennon - 1,845,554 shares
 
 
(b)
Percent of Class
   
 
Pleasant Lake Partners LLC - 12.2%
PLP MM LLC - 12.2%
Pleasant Lake Offshore Master Fund L.P. - 12.2%
Jonathan Lennon - 12.2%
 

 
(c)
Number of shares as to which such person has:
 
   
(i)
sole power to vote or to direct the vote
     
 
Pleasant Lake Partners LLC - 0 shares
PLP MM LLC - 0 shares
Pleasant Lake Offshore Master Fund L.P. - 0 shares
Jonathan Lennon - 0 shares
 

 
 
 


   
(ii)
shared power to vote or to direct the vote
     
 
Pleasant Lake Partners LLC - 1,845,554 shares
PLP MM LLC - 1,845,554 shares
Pleasant Lake Offshore Master Fund L.P. - 1,845,554 shares
Jonathan Lennon - 1,845,554 shares
 
   
(iii)
sole power to dispose or to direct the disposition of
     
 
Pleasant Lake Partners LLC - 0 shares
PLP MM LLC - 0 shares
Pleasant Lake Offshore Master Fund L.P. - 0 shares
Jonathan Lennon - 0 shares
 
   
(iv)
shared power to dispose or to direct the disposition of
     
 
Pleasant Lake Partners LLC - 1,845,554 shares
PLP MM LLC - 1,845,554 shares
Pleasant Lake Offshore Master Fund L.P. - 1,845,554 shares
Jonathan Lennon - 1,845,554 shares
 

Item 5.
Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].

Item 6.
Ownership of More than Five Percent on Behalf of Another Person
   
 
Not applicable.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
   
 
Not applicable.

Item 8.
Identification and Classification of Members of the Group
   
 
Not applicable.

Item 9.
Notice of Dissolution of Group
   
 
Not applicable.

Item 10.
Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or

 
 
 


influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits
Exhibit
   
99.1
Joint Filing Agreement by and among the Reporting Persons, incorporated by reference to Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on May 5, 2014.
 
 
 
 
 
 
 
 
 
 
 
 

 

 
 
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
 
May 11, 2015
PLEASANT LAKE PARTNERS LLC
   
 
By: PLP MM LLC
 
its Managing Member
   
 
By: /s/ Jonathan Lennon
 
Jonathan Lennon, Manager
   
   
 
PLP MM LLC
   
 
By: /s/ Jonathan Lennon
 
Jonathan Lennon, Manager
   
   
 
PLEASANT LAKE OFFSHORE MASTER FUND L.P.
   
 
By: Pleasant Lake Onshore GP LLC
 
its General Partner
   
 
By: /s/ Jonathan Lennon
 
Jonathan Lennon, Manager
   
   
 
JONATHAN LENNON
   
 
By: /s/ Jonathan Lennon
 
Jonathan Lennon, Individually