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Filing Details

Accession Number:: 0001104659-18-012328
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-02-26 21:09:31
Reporting Period:: 2018-02-22

Accepted Time:: 2018-02-26 21:09:31
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1512077	Global Eagle Entertainment Inc.	ENT	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1268944	M. Jay Grossman	888 Boylston Street, 16Th Floor Boston MA 02199	No	No	Yes	No
1268945	Peggy Koenig	888 Boylston Street, 16Th Floor Boston MA 02199	No	No	Yes	No
1334772	Abry Investment Partnership, L.p.	888 Boylston Street, 16Th Floor Boston MA 02199	No	No	Yes	No
1510627	Abry Partners Vii, L.p.	888 Boylston Street, 16Th Floor Boston MA 02199	No	No	Yes	No
1681295	B.v. 2 Holdco Emc	888 Boylston Street, 16Th Floor Boston MA 02199	No	No	Yes	No
1681304	Abry Partners Vii Co-Investment Fund, L.p.	888 Boylston Street, 16Th Floor Boston MA 02199	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2018-02-22	50,000	$1.70	9,587,955	No	4	S	Indirect	By EMC Acquisition Holdings, LLC
Common Stock	Disposition	2018-02-23	10,305	$1.61	9,577,650	No	4	S	Indirect	By EMC Acquisition Holdings, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By EMC Acquisition Holdings, LLC
No	4	S	Indirect	By EMC Acquisition Holdings, LLC

Footnotes

The price shown in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.63 to $1.745, inclusive. 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 footnotes 1 and 2 to this Form 4 report.
The price shown in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.60 to $1.65, inclusive.
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 5,080,049 of the shares of the Issuer prior to the transactions set forth above.
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 is the beneficial owner of 9,637,955 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 nows beneficially onws 10.55% of the Issuer's outstanding shares.
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.
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.
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.
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.
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.
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.
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.