Sec Form 4 Filing - EMC Aggregator, LLC @ Global Eagle Entertainment Inc. - 2018-03-21

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
EMC Aggregator, LLC
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) _____ Other (specify below)
(Last) (First) (Middle)
888 BOYLSTON STREET, 16TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/21/2018
(Street)
BOSTON, MA02199
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 03/21/2018 S 22,746 D $ 1.6023 ( 1 ) 9,458,083 I By EMC Acquisition Holdings, LLC ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 )
Common Stock 03/22/2018 S 2,300 D $ 1.6 9,455,783 I By EMC Acquisition Holdings, LLC ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 )
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
EMC Aggregator, LLC
888 BOYLSTON STREET, 16TH FLOOR
BOSTON, MA02199
X
ABRY Partners VII Co-Investment Fund, L.P.
888 BOYLSTON STREET, 16TH FLOOR
BOSTON, MA02199
X
ABRY Partners VII, L.P.
888 BOYLSTON STREET, 16TH FLOOR
BOSTON, MA02199
X
ABRY INVESTMENT PARTNERSHIP, L.P.
888 BOYLSTON STREET, 16TH FLOOR
BOSTON, MA02199
X
Grossman Jay M.
888 BOYLSTON STREET, 16TH FLOOR
BOSTON, MA02199
X
KOENIG PEGGY
888 BOYLSTON STREET, 16TH FLOOR
BOSTON, MA02199
X
Signatures
/s/ Kostas Sofronas, Authorized Person of EMC Aggregator LLC 03/26/2018
Signature of Reporting Person Date
/s/ Kostas Sofronas, Authorized Person of ABRY VII Capital Investors, LLC, general partner of ABRY VII Capital Partners, L.P., which is the general partner of ABRY Partners VII, L.P. 03/26/2018
Signature of Reporting Person Date
/s/ Kostas Sofronas, Authorized Person of ABRY VII Capital Investors, LLC, member of ABRY Partners VII Co-Investment GP, LLC, which is the general partner of ABRY Partners VII Co-Investment Fund, L.P. 03/26/2018
Signature of Reporting Person Date
/s/ Kostas Sofronas, Authorized Person of ABRY Investment GP, LLC, which is the general partner of ABRY Investment Partnership, L.P. 03/26/2018
Signature of Reporting Person Date
/s/ Jay Grossman 03/26/2018
Signature of Reporting Person Date
/s/ Peggy Koenig 03/26/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 1 to this Form 4 report.
( 2 )The securities are held directly by EMC Acquisition Holdings, LLC ("EMC Acquisition Holdings"). EMC Aggregator, LLC owns 84.3% of the member interests of and controls EMC Acquisition Holdings. EMC Acquisition Holdings owned 4,922,923 of the shares of the Issuer prior to the transactions set forth above.
( 3 )On December 28, 2017, EMC Aggregator, LLC became the direct owner of 4,557,906 of the Shares of the Issuer, as a result of the transfer of such shares from EMC Holdco 2 B.V. to EMC Aggregator, LLC in connection with the dissolution of EMC Holdco 2 B.V. EMC Holdco 2 B.V. was an indirect wholly owned subsidiary of EMC Aggregator, LLC. As a result, EMC Aggregator, LLC was the beneficial owner of 9,480,829 of the Shares of the Issuer prior to the reported transactions. Based upon the statement in the Issuer's proxy statement, as filed with the Securities and Exchange Commission on November 28, 2017, that there were 90,770,478 shares of Common Stock of the Issuer outstanding as of November 20, 2017, EMC Aggregator, LLC now beneficially owns 10.41% of the Issuer's outstanding shares.
( 4 )As the direct owner of 96.72429% of the equity interests of EMC Aggregator, LLC, ABRY Partners VII, L.P., a Delaware limited partnership, also may be deemed to share voting and dispositive power with respect to any Shares beneficially owned by EMC Aggregator, LLC. As the direct owner of 3.19196% of the equity interests of EMC Aggregator, LLC, ABRY Partners VII Co-Investment Fund, L.P., a Delaware limited partnership, also may be deemed to share voting and dispositive power with respect to any Shares beneficially owned by EMC Aggregator, LLC. As the direct owner of 0.08375% of the equity interests of EMC Aggregator, ABRY Investment Partnership, L.P. also may be deemed to share voting and dispositive power with respect to any Shares beneficially owned by EMC Aggregator, LLC. Each of James Scola and Messrs.
( 5 )Yosef-Or and Brucato is a member of the board of directors of each of EMC Aggregator, LLC and may be deemed to share voting and dispositive power with respect to any Shares beneficially owned by EMC Aggregator, LLC, but disclaims beneficial ownership of such Shares.
( 6 )ABRY VII Capital Partners, L.P., a Delaware limited partnership, the general partner of ABRY Partners VII, L.P., may be deemed to share voting and dispositive power with respect to any Shares beneficially owned by EMC Aggregator, LLC, but disclaims beneficial ownership of such Shares.
( 7 )ABRY Partners VII Co-Investment GP, LLC, a Delaware limited liability company, the general partner of ABRY Partners VII Co-Investment Fund, L.P., may be deemed to share voting and dispositive power with respect to any Shares beneficially owned by EMC Aggregator, LLC, but disclaims beneficial ownership of such Shares.
( 8 )ABRY VII Capital Investors, LLC, a Delaware limited liability company, the general partner of ABRY VII Capital Partners, L.P. and member of ABRY Partners VII Co-Investment GP, LLC, may be deemed to share voting and dispositive power with respect to any Shares beneficially owned by EMC Aggregator, LLC, but disclaims beneficial ownership of such Shares.
( 9 )ABRY GP, a Delaware limited liability company, the general partner of ABRY Investment Partnership, L.P., may be deemed to share voting and dispositive power with respect to any Shares beneficially owned by EMC Aggregator, LLC, but disclaims beneficial ownership of such Shares.
( 10 )Each of Mr. Jay Grossman and Ms. Peggy Koenig, equal members and managers of each of ABRY GP and ABRY VII Capital Investors, LLC, may be deemed to share voting and dispositive power with respect to any Shares beneficially owned by EMC Aggregator, LLC, but disclaims beneficial ownership of such Shares.

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