(1)

Includes 26,402,043 shares of Issuer’s Class B common stock, convertible at any time at the option of the holder thereof, into an equal number of fully paid and non-assessable shares of Issuer’s Class A common stock and 1,866,812 warrants exercisable at any time at the option of the holder thereof into 933,406 shares of Issuer’s Class A common stock.

(2)	Based on 15,009,004 shares of Issuer’s Class A common stock issued and outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 12, 2015 and including the shares held by InterMedia Partners VII, L.P. as described in note 1.

__________________________

 

CUSIP No. 42365Q103

SCHEDULE 13D

Page 4 of 12

 

 

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   InterMedia Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  o (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   -0-
	8	SHARED VOTING POWER   27,335,449(1) (See Items 3, 4 and 5)
	9	SOLE DISPOSITIVE POWER   -0-
	10	SHARED DISPOSITIVE POWER   27,335,449(1) (See Items 3, 4 and 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   27,335,449(1) (See Items 3, 4 and 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     64.6% (2)
14	TYPE OF REPORTING PERSON   PN

__________________________

CUSIP No. 42365Q103

SCHEDULE 13D

Page 5 of 12

 

 

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Leo Hindery, Jr.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  o (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS   AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   23,751(1)
	8	SHARED VOTING POWER   27,335,449(2) (See Items 3, 4 and 5)
	9	SOLE DISPOSITIVE POWER   15,486
	10	SHARED DISPOSITIVE POWER   27,335,449(2) (See Items 3, 4 and 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   27,359,200(1)(2) (See Items 3, 4 and 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   64.6% (3)
14	TYPE OF REPORTING PERSON   IN

 

 

CUSIP No. 42365Q103

SCHEDULE 13D

Page 6 of 12

 

 

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Peter M. Kern
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  o (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS   AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   71,250(1)
	8	SHARED VOTING POWER   27,335,449(2) (See Items 3, 4 and 5)
	9	SOLE DISPOSITIVE POWER   46,456
	10	SHARED DISPOSITIVE POWER   27,335,449(2) (See Items 3, 4 and 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   27,406,699(1)(2) (See Items 3, 4 and 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   64.7% (3)
14	TYPE OF REPORTING PERSON   IN

 

__________________________

On April 4, 2013, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of January 22, 2013, by and among the Issuer, Hemisphere Merger Sub I, LLC, a Delaware limited liability company (“WAPA Merger Sub”), Hemisphere Merger Sub II, Inc., a Delaware corporation (“Azteca Merger Sub”), Hemisphere Merger Sub III, Inc., a Delaware corporation (“Cine Merger Sub”), Azteca Acquisition Corporation, a Delaware corporation (“Azteca”), InterMedia Español Holdings, LLC, a Delaware limited liability corporation (“WAPA”) and Cine Latino, Inc., a Delaware corporation (“Cinelatino”) (the “Merger Agreement”), providing for the merger of Azteca Merger Sub with and into Azteca, the merger of WAPA Merger Sub with and into WAPA and the merger of Cine Merger Sub with and into Cinelatino (collectively, the “Transaction”),  (i) IM VII’s ownership interest in WAPA was converted into 20,432,462 shares of Issuer’s Class B common stock, par value $0.0001 per share (“Class B common stock”) and (ii) IM Cine Latino’s ownership interest in Cinelatino was converted into 5,969,581 shares of Issuer’s Class B common stock.

Pursuant to the Equity Restructuring and Warrant Purchase Agreement, dated as of January 22, 2013, by and among Azteca, Issuer, Azteca Acquisition Holdings, LLC, a Delaware limited liability, Clive Fleissig, Juan Pablo Alban, John Engelman, Alfredo E. Ayub, Brener International Group, LLC, a  Delaware limited liability company, IM VII, IM Cine Latino, Cinema Aeropuerto, S.A. de C.V., a Mexican sociedad anónima de capital variable and James M. McNamara (the “Equity Restructuring Agreement”), (i) IM VII purchased from the Issuer 1,444,720 warrants to purchase 722,360 shares of Issuer’s Class A common stock for $722,360 and (ii) IM Cine Latino purchased from the Issuer 422,092 warrants to purchase 211,046 shares of Issuer’s Class A common stock for $211,046.

The references to and descriptions of the Merger Agreement and Equity Restructuring Agreement set forth above in this Item 3 are not intended to be complete and are qualified in their entirety by reference to the full text of each such document, included as Exhibits 2.1 and 4.4 to the Issuer’s Registration Statement on Form S-4, filed January 25, 2013, and are incorporated herein by reference.

No borrowed funds were used to purchase or acquire the Class A common stock reported herein.

Item 4.

Purpose of Transaction.

 

The information set forth in Item 3 is hereby incorporated by reference into this Item 4, as applicable.

Each Reporting Person expects to evaluate on an ongoing basis the Issuer’s financial condition and prospects and its interest in, and intentions with respect to, the Issuer and their investment in the securities of the Issuer, which review may be based on various factors, including whether various strategic transactions have occurred or may occur,  the Issuer’s business and financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s securities in particular, as well as other developments and other investment opportunities.  Accordingly, each Reporting Person reserves the right to change its intentions and develop plans or proposals at any time, as it deems appropriate.  In particular, each Reporting Person may at any time and from time to time, (i) in the open market, in privately negotiated transactions or otherwise, acquire additional securities of the Issuer, including acquisitions from affiliates of the Reporting Persons; (ii) dispose of or transfer all or a portion of the securities of the Issuer that the Reporting Persons now own or may hereafter acquire, including sales pursuant to the terms of the Registration Rights Agreement described in Item 6 hereto, to any person or entity, including dispositions to affiliates of the Reporting Persons; (iii) enter into derivative transactions with institutional counterparties with respect to the Issuer’s securities; (iv) cause or seek to cause the Issuer or any of its subsidiaries to acquire all or a portion of another person's assets or business, including acquisitions from affiliates of the Reporting Persons; (v) cause or seek to cause the Issuer or any of its subsidiaries to enter into one or more acquisitions, business combinations or mergers or to sell, transfer or otherwise dispose of all or any portion of its assets or business to any person or entity, including acquisitions, business combinations, mergers, sales, transfers and other dispositions with or to affiliates of the Reporting Persons; (vi) restructure the Issuer’s or any of its subsidiaries’ capitalization, indebtedness or holding company arrangements; (vii) make personnel changes to the present management of the Issuer deemed necessary or desirable; (viii) change the identity of the directors of the Issuer; (ix) make or propose any other material change in the Issuer’s or any of its subsidiaries’ corporate structure or business; or (x) engage in communications with one or more stockholders or

Reference to percentage ownerships of Class A common stock in this Schedule 13D are based on 15,009,004 shares of Issuer’s Class A common stock issued and outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 12, 2015, 5,969,581 shares of Class B common stock held by IM Cine Latino, 20,432,462 shares of Class B common stock held by IM VII,  422,092 warrants to purchase 211,046 shares of Class A common stock held by IM Cine Latino and 1,444,720 warrants to purchase 722,360 shares of Class A common stock held by IM VII.

Shares of Issuer’s Class B common stock are convertible in whole or in part at any time at the option of the holder or holders thereof, into an equal number of fully paid and non-assessable shares of Class A common stock.  The Issuer’s Class A common stock and Class B common stock have equal rights, except that holders of shares of Class A common stock are entitled to one vote for each such share and the holders of shares of Issuer’s Class B common stock are entitled to ten votes for each such share on each matter properly submitted to the stockholder on which the holders of the Issuer’s common stock are entitled to vote.

 (iii)        As of the date hereof, Leo Hindery, Jr. may be deemed to be the beneficial owner of 27,359,200 shares of Class A common stock, constituting 64.6% of the Class A common stock of the Issuer.

 (iv)        As of the date hereof, Peter M. Kern may be deemed to be the beneficial owner of 27,406,699 shares of Class A common stock, constituting 64.7% of the Class A common stock of the Issuer.

The foregoing description of the Lock-Up Agreement is qualified in its entirety by reference to the full text of the agreement, included as Exhibit 4.5 to Amendment No. 2 to the Issuer’s Registration Statement on Form S-4, filed on March 11, 2013, and is incorporated herein by reference.

Joint Filing Agreement

On April 15, 2013, each of the Reporting Persons entered into an agreement (the “Joint Filing Agreement”) in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law.  The Joint Filing Agreement is incorporated herein by reference.

 

 

 

 

 

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