Sec Form 4 Filing - LEDDY JEFFREY A @ Global Eagle Entertainment Inc. - 2018-06-25

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
LEDDY JEFFREY A
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
X __ Officer (give title below) _____ Other (specify below)
Executive Chairman
(Last) (First) (Middle)
6100 CENTER DRIVE, SUITE 1020
3. Date of Earliest Transaction (MM/DD/YY)
06/25/2018
(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 ( 1 ) 06/25/2018 A 333,333 A $ 0 632,617 D
Common Stock ( 2 ) 06/25/2018 A 166,667 A $ 0 799,284 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
Stock Option ( 3 ) $ 2.65 06/25/2018 A 219,902 ( 4 ) 06/25/2023 Common Stock 219,902 $ 0 219,902 D
Stock Option ( 3 ) $ 2.65 06/25/2018 A 439,803 ( 5 ) 06/25/2025 Common Stock 439,803 $ 0 439,803 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LEDDY JEFFREY A
6100 CENTER DRIVE
SUITE 1020
LOS ANGELES, CA90045
X Executive Chairman
Signatures
/s/ Kim Nakamaru, Attorney-in-Fact 06/27/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares were granted as restricted stock units and will vest with respect to 25% of the award on each of March 27, 2019, March 27, 2020, March 27, 2021 and March 27, 2022, subject to continuous employment as either an employee of the Company or a member of the Company's Board on each applicable vesting date.
( 2 )These shares were granted as performance-based restricted stock units and will vest as follows; (i) 25% vesting on March 27, 2019, (ii) 25% vesting on March 27, 2020, (iii) 25% vesting on March 27, 2021 and (iv) 25% vesting on March 27, 2022, subject to the reporting person's continuous service as either an employee of the Company or a member of the Company's Board through each applicable vesting date, and provided that the Issuer's volume-weighted average price per share of common stock equals or exceeds $4.00 for 45 consecutive trading days at any time on or prior to June 25, 2023.
( 3 )Each Stock Option represents the right of the reporting person to receive a cash payment on the date of exercise equal to the value of the closing price per share on the date of exercise less the exercise price.
( 4 )These Stock Options generally vest and become exercisable as follows; (i) 50% of the Stock Options vested at grant on June 25, 2018, (ii) 25% of the Stock Options will vest on March 27, 2019 and (iii) 25% of the Stock Options will vest on March 27, 2020, subject to the reporting person's continuous service as either an employee of the Company or a member of the Company's Board through each applicable vesting date, and provided that the Issuer's volume-weighted average price per share of common stock equals or exceeds $4.00 for 45 consecutive trading days at any time on or prior to June 25, 2023.
( 5 )These Stock Options generally vest and become exercisable as follows; (i) 50% of the Stock Options vested at grant on June 25, 2018, (ii) 25% of the Stock Options will vest on March 27, 2019 and (iii) 25% of the Stock Options will vest on March 27, 2020, subject to the reporting person's continuous service as either an employee of the Company or a member of the Company's Board through each applicable vesting date, and provided that the Issuer's volume-weighted average price per share of common stock equals or exceeds $8.00 for 45 consecutive trading days at any time on or prior to June 25, 2025.

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