Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Global Eagle Entertainment Inc.
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(Name of Issuer)
|
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Warrants to Purchase Common Stock, $0.0001 par value
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(Title of Class of Securities)
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37951D102
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(CUSIP Number)
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Searchlight II TBO-W, L.P.
c/o Searchlight Capital Partners, L.P. 745 5th Avenue - 27th Floor
New York, NY 10151
Attention: Nadir Nurmohamed
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
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June 5, 2019
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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 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).
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CUSIP No. 37951D102
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SCHEDULE 13D |
Page 2 of 13
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Searchlight II TBO-W, L.P.
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|
|
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) ☒
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3
|
SEC USE ONLY
|
|
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4
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SOURCE OF FUNDS
OO (See item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐ |
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6
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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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7
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SOLE VOTING POWER
38,169,207(1)
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8
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SHARED VOTING POWER
None
|
|
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9
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SOLE DISPOSITIVE POWER
38,169,207(1)
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|
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10
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SHARED DISPOSITIVE POWER
None
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,169,207(1)
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|
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.9%
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14
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TYPE OF REPORTING PERSON
PN
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___________________
| (1) |
Represents the number of shares of common stock, par value $0.0001 per share, of the Issuer held by the reporting person plus common stock issuable to the reporting person upon the exercise of the Warrants and conversion of the Convertible Notes at the conversion rate in effect on the date of this Amendment No. 2.
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CUSIP No. 37951D102
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SCHEDULE 13D |
Page 3 of 13
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Searchlight II TBO GP, LLC
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|
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) ☒
|
|
3
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SEC USE ONLY
|
|
|
4
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SOURCE OF FUNDS
OO
|
|
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
38,169,207
|
|
8
|
SHARED VOTING POWER
None
|
|
|
9
|
SOLE DISPOSITIVE POWER
38,169,207
|
|
|
10
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SHARED DISPOSITIVE POWER
None
|
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,169,207
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.9%
|
|
|
14
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TYPE OF REPORTING PERSON
OO
|
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CUSIP No. 37951D102
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SCHEDULE 13D |
Page 4 of 13
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SC II PV TBO, L.P.
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|
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) ☒
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
38,169,207
|
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
|
10
|
SHARED DISPOSITIVE POWER
38,169,207
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,169,207
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.9%
|
|
|
14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 37951D102
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SCHEDULE 13D |
Page 5 of 13
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Searchlight Capital II (FC) AIV, L.P.
|
|
|
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) ☒
|
|
3
|
SEC USE ONLY
|
|
|
4
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SOURCE OF FUNDS
OO
|
|
|
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
38,169,207
|
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
|
10
|
SHARED DISPOSITIVE POWER
38,169,207
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,169,207
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.9%
|
|
|
14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 37951D102
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SCHEDULE 13D |
Page 6 of 13
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SC II TBO, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) ☒
|
|
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)
|
☐ |
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
38,169,207
|
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
|
10
|
SHARED DISPOSITIVE POWER
38,169,207
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,169,207
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.9%
|
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
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CUSIP No. 37951D102
|
SCHEDULE 13D |
Page 7 of 13
|
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Searchlight Capital Partners II GP, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) ☒
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
|
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
38,169,207
|
|
8
|
SHARED VOTING POWER
None
|
|
|
9
|
SOLE DISPOSITIVE POWER
38,169,207
|
|
|
10
|
SHARED DISPOSITIVE POWER
None
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,169,207
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.9%
|
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. 37951D102
|
SCHEDULE 13D |
Page 8 of 13
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Searchlight Capital Partners II GP, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) ☒
|
|
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)
|
☐ |
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
38,169,207
|
|
8
|
SHARED VOTING POWER
None
|
|
|
9
|
SOLE DISPOSITIVE POWER
38,169,207
|
|
|
10
|
SHARED DISPOSITIVE POWER
None
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,169,207
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.9%
|
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 37951D102
|
SCHEDULE 13D |
Page 9 of 13
|
This Amendment No. 2 (“Amendment No. 2”) to Schedule 13D amends and supplements the statement on Schedule 13D filed with the United States Securities and Exchange Commission on April 5, 2018, as amended by Amendment No. 1 thereto filed on May 23, 2018 (as so amended, the “Statement”), relating to Global Eagle Entertainment Inc. (the “Issuer”).
Item 1. Security and Issuer.
No material change.
Item 2. Identity and Background.
No material change.
Item 3. Source or Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding the following paragraph as the last paragraph thereof:
Set forth on Exhibit A are the trade dates, number of shares purchased and the average price per share on each trade date, for all transactions in the Common Stock by the Reporting Persons since the Statement was amended on May 23, 2018. The source of funds for these purchases was capital contributions made by investors in the Reporting Persons together with available lines of credit.
Item 4. Purpose of Transaction.
No material change.
Item 5. Interest in Securities of the Issuer.
No material change.
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CUSIP No. 37951D102
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SCHEDULE 13D |
Page 10 of 13
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
No material change.
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CUSIP No. 37951D102
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SCHEDULE 13D |
Page 11 of 13
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Item 7. Material to Be Filed as Exhibits.
The following are filed herewith as Exhibits to this Schedule 13D:
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CUSIP No. 37951D102
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SCHEDULE 13D |
Page 12 of 13
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 7, 2019
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Searchlight II TBO-W, L.P.
|
||||
|
By:
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Searchlight II TBO GP, LLC |
|||
|
Its:
|
general partner
|
|||
|
By:
|
/s/ Eric Zinterhofer |
|||
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Name: Eric Zinterhofer
Title: Authorized Person
|
||||
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Searchlight II TBO GP, LLC
|
||||
|
By:
|
/s/ Eric Zinterhofer |
|||
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Name: Eric Zinterhofer
Title: Authorized Person
|
||||
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SC II PV TBO, L.P.
|
||||
|
By:
|
Searchlight Capital Partners II GP, L.P. |
|||
|
Its:
|
general partner
|
|||
|
By:
|
/s/ Eric Zinterhofer |
|||
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Name: Eric Zinterhofer
Title: Authorized Person
|
||||
|
Searchlight Capital II (FC) AIV, L.P.
|
||||
|
By:
|
Searchlight Capital Partners II GP, L.P. |
|||
|
Its:
|
general partner
|
|||
|
By:
|
/s/ Eric Zinterhofer |
|||
|
Name: Eric Zinterhofer
Title: Authorized Person
|
||||
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CUSIP No. 37951D102
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SCHEDULE 13D |
Page 13 of 13
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SC II TBO, L.P.
|
||||
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By:
|
Searchlight Capital Partners II GP, L.P. |
|||
|
Its:
|
general partner
|
|||
|
By:
|
/s/ Eric Zinterhofer |
|||
|
Name: Eric Zinterhofer
Title: Authorized Person
|
||||
|
Searchlight Capital Partners II GP, L.P.
|
||||
|
By:
|
Searchlight Capital Partners II GP, LLC |
|||
|
Its:
|
general partner
|
|||
|
By:
|
/s/ Eric Zinterhofer |
|||
|
Name: Eric Zinterhofer
Title: Authorized Person
|
||||
|
Searchlight Capital Partners II GP, LLC
|
||||
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By:
|
/s/ Eric Zinterhofer |
|||
|
Name: Eric Zinterhofer
Title: Authorized Person
|
||||
ANNEX A
Searchlight Capital Partners II GP, LLC Managers
|
Name
|
Business Address
|
Citizenship
|
|
Oliver Haarmann
|
56 Conduit Street, 4th Floor
London W1S 2YZ
United Kingdom
|
German
|
|
Erol Uzumeri
|
22 Adelaide Street West, 35th Floor
Bay-Adelaide Centre
Toronto, ON M5H 4E3
Canada
|
Canadian
|
|
Eric Zinterhofer
|
745 Fifth Avenue, 27th Floor
N
ew York, NY 10151
United States
|
American
|
Exhibit A
Transaction in the Common Stock
Since the Statement was amended on May 23, 2018
PURCHASES BY SEARCHLIGHT II TBO-W, L.P.
|
Trade Date
|
Number of Shares Purchased
|
Average Price (in dollars)
|
Price Range
(in dollars) |
|||
|
05/23/2018
|
90,382
|
1.9136
|
1.88 - 1.95
|
|||
|
05/24/2018
|
30,290
|
1.9600
|
1.96
|
|||
| 05/25/2018 | 173,641 | 1.9676 | 1.93 - 1.98 | |||
| 06/05/2019 | 5,000,000 | 0.3000 | 0.30 | |||
* The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, Global Eagle Entertainment Inc. (the “Global Eagle”) or a security holder of Global Eagle full information regarding the number of shares of Common Stock purchased at each separate price within the range set forth in this column.