Sec Form 4 Filing - Searchlight II TBO-W, L.P. @ Global Eagle Entertainment Inc. - 2019-06-05

Insider filing report for Changes in Beneficial Ownership
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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
Searchlight II TBO-W, L.P.
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 X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Director by Deputization
(Last) (First) (Middle)
C/O SEARCHLIGHT CAPITAL PARTNERS, L.P., 745 FIFTH AVENUE, 27TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/05/2019
(Street)
NEW YORK, NY10151
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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, par value $0.0001 per share 06/05/2019 P 5,000,000 A $ 0.3 6,941,707 D ( 1 ) ( 2 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Searchlight II TBO-W, L.P.
C/O SEARCHLIGHT CAPITAL PARTNERS, L.P.
745 FIFTH AVENUE, 27TH FLOOR
NEW YORK, NY10151
X Director by Deputization
Searchlight II TBO GP, LLC
C/O SEARCHLIGHT CAPITAL PARTNERS, L.P.
745 FIFTH AVENUE, 27TH FLOOR
NEW YORK, NY10151
X
SC II PV TBO, L.P.
C/O SEARCHLIGHT CAPITAL PARTNERS, L.P.
745 FIFTH AVENUE, 27TH FLOOR
NEW YORK, NY10151
X
Searchlight Capital II (FC) AIV, L.P.
C/O SEARCHLIGHT CAPITAL PARTNERS, L.P.
745 FIFTH AVENUE, 27TH FLOOR
NEW YORK, NY10151
X
SC II TBO, L.P.
C/O SEARCHLIGHT CAPITAL PARTNERS, L.P.
745 FIFTH AVENUE, 27TH FLOOR
NEW YORK, NY10151
X
Searchlight Capital Partners II GP, L.P.
C/O SEARCHLIGHT CAPITAL PARTNERS, L.P.
745 FIFTH AVENUE, 27TH FLOOR
NEW YORK, NY10151
X
Searchlight Capital Partners II GP, LLC
C/O SEARCHLIGHT CAPITAL PARTNERS, L.P.
745 FIFTH AVENUE, 27TH FLOOR
NEW YORK, NY10151
X
Signatures
Searchlight II TBO-W, L.P., By: Searchlight II TBO GP, LLC, Its: general partner, By: /s/ Eric Zinterhofer, Authorized Person 06/07/2019
Signature of Reporting Person Date
Searchlight II TBO GP, LLC, By: /s/ Eric Zinterhofer, Authorized Person 06/07/2019
Signature of Reporting Person Date
SC II PV TBO, L.P., By: Searchlight Capital Partners II GP, L.P., Its: general partner, By: /s/ Eric Zinterhofer, Authorized Person 06/07/2019
Signature of Reporting Person Date
Searchlight Capital II (FC) AIV, L.P., By: Searchlight Capital Partners II GP, L.P., Its: general partner, By: /s/ Eric Zinterhofer, Authorized Person 06/07/2019
Signature of Reporting Person Date
SC II TBO, L.P., By: Searchlight Capital Partners II GP, L.P., Its: general partner, By: /s/ Eric Zinterhofer, Authorized Person 06/07/2019
Signature of Reporting Person Date
Searchlight Capital Partners II GP, L.P., By: Searchlight Capital Partners II GP, LLC, Its: general partner, By: /s/ Eric Zinterhofer, Authorized Person 06/07/2019
Signature of Reporting Person Date
Searchlight Capital Partners II GP, LLC, By: /s/ Eric Zinterhofer, Authorized Person 06/07/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities are owned by Searchlight II TBO-W, L.P. (the "Fund"). Searchlight II TBO GP, LLC ("Searchlight II TBO GP") is the general partner of the Fund. SC II PV TBO, L.P. ("SC II PV TBO"), Searchlight Capital II (FC) AIV, L.P. ("Searchlight Capital II (FC) AIV") and SC II TBO, L.P. ("SC II TBO") are the members of Searchlight II TBO GP. Searchlight Capital Partners II GP, L.P. ("Searchlight Capital Partners II GP LP") is the general partner of SC II PV TBO, Searchlight Capital II (FC) AIV and SC II TBO. Searchlight Capital Partners II GP, LLC ("Searchlight Capital Partners II GP") is the general partner of Searchlight Capital Partners II GP LP. By reason of the provisions of Rule 16a-1, each of the Reporting Persons herein may be deemed to be the beneficial owners of the securities beneficially owned by the Fund.
( 2 )Each of the Reporting Persons, other than the Fund, hereby disclaims beneficial ownership of all securities, except to the extent of any indirect pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks:
The Reporting Persons may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each Reporting Person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such Reporting Person. This report shall not be deemed an admission that such Reporting Person is a member of a group or the beneficial owner of any securities not directly owned by such Reporting Person. Mr. Zinterhofer, a manager of Searchlight Capital Partners II GP, serves on the board of directors of the Issuer. As a result, the other Reporting Persons herein may be deemed directors by deputization.

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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