Sec Form 4 Filing - Zinterhofer Eric Louis @ Global Eagle Entertainment Inc. - 2018-05-21

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
Zinterhofer Eric Louis
2. Issuer Name and Ticker or Trading Symbol
Global Eagle Entertainment Inc. [ ENT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See explanation of responses
(Last) (First) (Middle)
6100 CENTER DRIVE, SUITE 1020
3. Date of Earliest Transaction (MM/DD/YY)
05/21/2018
(Street)
LOS ANGELES, CA90045
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, par value $0.0001 per share 05/21/2018 P 750,001 A $ 1.7738 ( 1 ) 1,318,801 I See Below ( 2 ) ( 3 )
Common Stock, par value $0.0001 per share 05/22/2018 P 328,593 A $ 1.8808 ( 1 ) 1,647,394 I See Below ( 2 ) ( 3 )
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
Zinterhofer Eric Louis
6100 CENTER DRIVE
SUITE 1020
LOS ANGELES, CA90045
X See explanation of responses
Signatures
/s/ Colleen A. Brooks, Attorney-in-Fact 05/23/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. The shares purchased on May 21, 2018 were purchased in multiple transactions atprices ranging from $1.52 to $1.90, inclusive. The shares purchased on May 22, 2018 were purchased in multiple transactions at prices rangingfrom $1.72 to $1.95, inclusive. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, to anysecurity holder of Global Eagle Entertainment Inc., or to Global Eagle Entertainment Inc., upon request, full information regarding the number ofshares purchased at each separate price within the range set forth above.
( 2 )These securities are directly held by Searchlight II TBO-W, L.P. (the "Fund"). Searchlight II TBO GP, LLC ("Searchlight II TBO GP") is thegeneral 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 SCII TBO, L.P. ("SC II TBO") are the members of Searchlight II TBO GP. Searchlight Capital Partners II GP, L.P. ("Searchlight Capital Partners IIGP 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. The Reporting Person is a manager of Searchlight Capital Partners II GP. By reason of the provisions of Rule 16a-1, the Reporting Person may be deemed to be the beneficial owner of the securities beneficially owned by the Fund. (cont'd in FN 3)
( 3 )(cont'd from FN 2) The Reporting Person 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.

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