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Filing Details

Accession Number:: 0001209191-18-032164
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-05-21 21:21:00
Reporting Period:: 2018-05-17

Accepted Time:: 2018-05-21 21:21:00
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1512077	Global Eagle Entertainment Inc.	ENT	Communications Services, Nec (4899)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1734612	Eric Sondag	6100 Center Drive Suite 1020 Los Angeles CA 90045		Yes	No	No	Yes

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, Par Value $0.0001 Per Share	Acquisiton	2018-05-17	368,800	$1.17	368,800	No	4	P	Indirect	See Below
Common Stock, Par Value $0.0001 Per Share	Acquisiton	2018-05-18	200,000	$1.26	568,800	No	4	P	Indirect	See Below

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Below
No	4	P	Indirect	See Below

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock, Par Value $0.0001 Per Share	2.75% Convertible Senior Notes due 2035	Acquisiton	2018-05-17	1,000	$0.00	0	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1,000		2035-02-15	No	4	J	Indirect

Footnotes

The price reported in Column 4 is a weighted average price. The shares purchased on May 17, 2018 were purchased in multiple transactions at prices ranging from $1.02 to $1.20, inclusive. The shares purchased on May 18, 2018 were purchased in multiple transactions at prices ranging from $1.19 to $1.32, inclusive. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of Global Eagle Entertainment Inc., or to Global Eagle Entertainment Inc., upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.
These securities are directly held 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. The Reporting Person is a limited partner of Searchlight Capital Partners II GP LP. By reason of the provisions of Rule 16a-1, the Reporting Person may be deemed to be the beneficial owner of the Convertible Notes beneficially owned by the Fund. (cont'd in FN 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.
The 2.75% Convertible Senior Notes due 2035 (the "Convertible Notes") are owned by the Fund. The Reporting Person has the relationship with the Fund as set forth in FN 2 and FN 3 above.
As of the date of this Form 4, the last reported conversion rate for the Convertible Notes was 53.9084 shares of common stock per $1,000 principal amount of Convertible Notes, corresponding to a conversion price of approximately $18.55 per share of common stock. The conversion rate is subject to adjustment in certain circumstances pursuant to the Indenture, dated as of February 18, 2015, between the Issuer and U.S. Bank National Associated, as trustee. Upon conversion of any Convertible Note, the Issuer will pay or deliver to the convertible noteholder cash, shares of common stock or a combination of cash and shares of common stock, at the Issuer's election.
The Fund purchased $1,000,000 aggregate principal amount of the Convertible Notes for an aggregate purchase price of $650,000 in open market transactions.
The Convertible Notes are convertible by holders any time prior to the close of business on the business day immediately preceding November 15, 2034, only if one or more of the following conditions has been satisfied: (1) during any calendar quarter beginning after March 31, 2015 if the closing price of the Issuer's common stock equals or exceeds 130% of the conversion price per share during a defined period at the end of the previous quarter, (2) during the five consecutive business day period immediately following any five consecutive trading day period in which the trading price per $1,000 principal amount of Convertible Notes for each trading day was less than 98% of the product of the last reported sale price of the Issuer's common stock and the conversion rate on each such trading day; (3) if specified corporate transactions occur, or (cont'd in FN 8)
(cont'd from FN 7) (4) if the Issuer calls any or all of the Convertible Notes for redemption, at any time prior to the close of business on the second business day immediately preceding the redemption date. On or after November 15, 2034, until the close of business on the second scheduled trading day immediately preceding February 15, 2035, a holder may convert all or a portion of its Convertible Notes at any time, regardless of the foregoing circumstances.
$1,000,000 aggregate principal amount of Convertible Notes.