Sec Form 4 Filing - Zemetra Michael Leonard @ Global Eagle Entertainment Inc. - 2015-01-20

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Zemetra Michael Leonard 2. Issuer Name and Ticker or Trading Symbol Global Eagle Entertainment Inc. [ ENT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CFO and Treasurer (Last) (First) (Middle) C/O GLOBAL EAGLE ENTERTAINMENT INC., 4553 GLENCOE AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 01/20/2015 (Street) LOS ANGELES, CA90292 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/20/2015 M 126 A $ 9.87 126 D Common Stock 01/20/2015 S 100 D $ 15 26 D Common Stock 01/21/2015 M 87,999 A $ 9.87 88,025 D Common Stock 01/21/2015 S 69,973 D $ 15 18,052 D Common Stock 01/30/2015 M 4,896 A $ 9.87 22,948 D Common Stock 01/30/2015 S 4,017 D $ 15.42 18,931 D Common Stock ( 1 ) 03/16/2015 A 5,527 A $ 0 24,458 D Common Stock ( 2 ) 03/16/2015 A 4,942 A $ 0 29,400 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Option (right to buy) $ 9.87 01/20/2015 M 126 ( 3 ) 06/17/2018 Common Stock 126 $ 0 274,874 D Option (right to buy) $ 9.87 01/21/2015 M 87,999 ( 3 ) 06/17/2018 Common Stock 87,999 $ 0 186,875 D Option (right to buy) $ 9.87 01/30/2015 M 4,896 ( 3 ) 06/17/2018 Common Stock 4,896 $ 0 181,979 D Option (right to buy) $ 13.15 03/16/2015 A 15,800 ( 4 ) 03/16/2020 Common Stock 15,800 $ 0 15,800 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Zemetra Michael Leonard C/O GLOBAL EAGLE ENTERTAINMENT INC. 4553 GLENCOE AVENUE LOS ANGELES, CA90292 CFO and Treasurer Signatures /s/ Joel Rubinstein, Attorney-in-Fact 05/01/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to Restricted Stock Units that are expected to vest in four equal annual installments, beginning on March 16, 2016. ( 2 )Pursuant to Restricted Stock Units that are expected to vest, subject to the reporting person's continued employment with Global Eagle Entertainment Inc., on September 17, 2015. ( 3 )The original option was for 275,000 shares, of which 68,500 underlying shares vested on June 17, 2014 and the remaining underlying shares are expected to vest monthly on a pro rata basis during the following three years until fully vested. ( 4 )The stock options are expected to vest in four equal annual installments beginning on March 16, 2016.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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