SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No. 3)*
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Hemisphere Media Group, Inc.
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(Name of Issuer)
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Class A Common Stock
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(Title of Class of Securities)
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42365Q103
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(CUSIP Number)
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December 31, 2015
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(Date of Event which Requires Filing of this Statement)
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[ ]
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Rule 13d-1(b)
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[x]
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Rule 13d-1(c)
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[ ]
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Rule 13d-1(d)
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Pleasant Lake Partners LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
2,356,750 shares
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
2,356,750 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,356,750 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
15.1%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
PLP MM LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
2,356,750 shares
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
2,356,750 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,356,750 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
15.1%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Pleasant Lake Offshore Master Fund L.P.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Cayman Islands
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
2,356,750 shares
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
2,356,750 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,356,750 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
15.1%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
PN (Limited Partnership)
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Jonathan Lennon
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
United States
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
2,356,750 shares
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
2,356,750 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,356,750 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
15.1%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
IN
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Item 1.
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(a)
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Name of Issuer
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Hemisphere Media Group, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
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2000 Ponce de Leon Blvd., Suite 500
Coral Gables, FL 33134
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Item 2.
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(a)
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Name of Person Filing
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Pleasant Lake Partners LLC
PLP MM LLC
Pleasant Lake Offshore Master Fund L.P.
Jonathan Lennon
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(b)
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Address of Principal Business Office or, if none, Residence
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110 Greene Street, Suite 604
New York, New York 10012
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(c)
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Citizenship
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Pleasant Lake Partners LLC - Delaware
PLP MM LLC - Delaware
Pleasant Lake Offshore Master Fund L.P. - Cayman Islands
Jonathan Lennon - United States
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(d)
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Title of Class of Securities
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Class A Common Stock
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(e)
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CUSIP Number
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42365Q103
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Item 3.
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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:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance Company as defined in Section 3(a)(19) of the Act
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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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);
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(j)
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A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
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(k)
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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Item 4.
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Ownership***
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(a)
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Amount Beneficially Owned***
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Pleasant Lake Partners LLC - 2,356,750 shares
PLP MM LLC - 2,356,750 shares
Pleasant Lake Offshore Master Fund L.P. - 2,356,750 shares
Jonathan Lennon - 2,356,750 shares
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(b)
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Percent of Class
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Pleasant Lake Partners LLC - 15.1%
PLP MM LLC - 15.1%
Pleasant Lake Offshore Master Fund L.P. - 15.1%
Jonathan Lennon - 15.1%
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote
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Pleasant Lake Partners LLC - 0 shares
PLP MM LLC - 0 shares
Pleasant Lake Offshore Master Fund L.P. - 0 shares
Jonathan Lennon - 0 shares
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(ii)
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shared power to vote or to direct the vote
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Pleasant Lake Partners LLC - 2,356,750 shares
PLP MM LLC - 2,356,750 shares
Pleasant Lake Offshore Master Fund L.P. - 2,356,750 shares
Jonathan Lennon - 2,356,750 shares
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(iii)
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sole power to dispose or to direct the disposition of
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Pleasant Lake Partners LLC - 0 shares
PLP MM LLC - 0 shares
Pleasant Lake Offshore Master Fund L.P. - 0 shares
Jonathan Lennon - 0 shares
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(iv)
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shared power to dispose or to direct the disposition of
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Pleasant Lake Partners LLC - 2,356,750 shares
PLP MM LLC - 2,356,750 shares
Pleasant Lake Offshore Master Fund L.P. - 2,356,750 shares
Jonathan Lennon - 2,356,750 shares
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Item 5.
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Ownership of Five Percent or Less of a Class
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
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Item 10.
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Certification
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Exhibits
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Exhibit
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99.1
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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.
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February 16, 2016
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PLEASANT LAKE PARTNERS LLC
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By: PLP MM LLC
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its Managing Member
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By: /s/ Jonathan Lennon
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Jonathan Lennon, Manager
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PLP MM LLC
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By: /s/ Jonathan Lennon
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Jonathan Lennon, Manager
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PLEASANT LAKE OFFSHORE MASTER FUND L.P.
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By: Pleasant Lake Onshore GP LLC
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its General Partner
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By: /s/ Jonathan Lennon
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Jonathan Lennon, Manager
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JONATHAN LENNON
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By: /s/ Jonathan Lennon
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Jonathan Lennon, Individually
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