Edgar Filing: HEMISPHERE MEDIA GROUP, INC.

a67457_sc13ga.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

	SCHEDULE 13G
	Under the Securities Exchange Act of 1934
	(Amendment No. 1)*

	Hemisphere Media Group, Inc.
	(Name of Issuer)

	Class A Common Stock
	(Title of Class of Securities)

	42365Q103
	(CUSIP Number)

	December 31, 2014
	(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 1,250,919 shares Refer to Item 4 below.
	7 Sole Dispositive Power 0 shares
	8 Shared Dispositive Power 1,250,919 shares Refer to Item 4 below.

9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,250,919 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)* 8.3% 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 1,250,919 shares Refer to Item 4 below.
	7 Sole Dispositive Power 0 shares
	8 Shared Dispositive Power 1,250,919 shares Refer to Item 4 below.

9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,250,919 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)* 8.3% 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 1,250,919 shares Refer to Item 4 below.
	7 Sole Dispositive Power 0 shares
	8 Shared Dispositive Power 1,250,919 shares Refer to Item 4 below.

9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,250,919 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)* 8.3% 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 1,250,919 shares Refer to Item 4 below.
	7 Sole Dispositive Power 0 shares
	8 Shared Dispositive Power 1,250,919 shares Refer to Item 4 below.

9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,250,919 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)* 8.3% 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 shares beneficially owned by Pleasant Lake Offshore Master Fund L.P., for which 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 - 1,250,919 shares PLP MM LLC - 1,250,919 shares Pleasant Lake Offshore Master Fund L.P. - 1,250,919 shares Jonathan Lennon - 1,250,919 shares
(b)	Percent of Class
	Pleasant Lake Partners LLC - 8.3% PLP MM LLC - 8.3% Pleasant Lake Offshore Master Fund L.P. - 8.3% Jonathan Lennon - 8.3%

(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 - 1,250,919 shares PLP MM LLC - 1,250,919 shares Pleasant Lake Offshore Master Fund L.P. - 1,250,919 shares Jonathan Lennon - 1,250,919 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 - 1,250,919 shares PLP MM LLC - 1,250,919 shares Pleasant Lake Offshore Master Fund L.P. - 1,250,919 shares Jonathan Lennon - 1,250,919 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.

February 17, 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