SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Itzkowitz Jay

(Last)

(First)

(Middle)

C/O GLOBAL EAGLE ENTERTAINMENT INC.

4553 GLENCOE AVENUE

(Street)

LOS ANGELES

90292

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/30/2015

3. Issuer Name and Ticker or Trading Symbol
Global Eagle Entertainment Inc. [ ENT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior VP, Gen. Counsel & Sec.

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	6,008	D
Common Stock⁽²⁾	5,703	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽³⁾	06/25/2018	Common Stock	315,364	$9.87	D
Stock Option (right to buy)	⁽⁴⁾	03/16/2020	Common Stock	15,800	$13.15	D

Explanation of Responses:

1. Pursuant to Restricted Stock Units that are expected to vest, subject to the reporting person's continued employment with Global Eagle Entertainment Inc., on September 17, 2015.

2. Pursuant to Restricted Stock Units that are expected to vest in four equal annual installments, beginning on March 16, 2016.

3. 25% (78,841) underlying shares vested on June 25, 2014, and the remaining underlying shares have and are expected to continue to vest monthly on a pro rata basis during the following three years until fully vested.

4. The stock options are expected to vest in four equal annual installments, beginning on March 16, 2016.

	/s/ Joel L. Rubinstein, Attorney-in-Fact	05/11/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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