SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
RASMUSSEN GARY A

(Last) (First) (Middle)
1516 E. TROPICANA AVE., #245

(Street)
LAS VEGAS NV 89119

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Global Entertainment Holdings, Inc. [ GBHL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/28/2007
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 12/28/2007 J 50,000 A (3) 21,800 D
Common Stock 01/15/2008 J 8,300 A (4) 13,500 D
Common Stock(1) 4,960,030 I As the General Partner of Rochester Capital Partners(2)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Series B Convertible Preferred Stock (6) 04/22/2008 P 343,227 04/22/2008 (5) Common Stock 343,227 $0.11(6) 1,093,227 D
Series B Convertible Preferred Stock (6) 04/22/2008 P 641,225 04/22/2008 (5) Common Stock 641,225 $0.11(6) 641,225 I As the General Partner of Rochester Capital Partners(2)
Series C Convertible Preferred Stock (7) 04/22/2008 A 3,000,000 05/14/2008 (5) Common Stock (7) (7) 3,000,000 D
Explanation of Responses:
1. This holding was previously reported on Schedule 13d/A filed with the Securities and Exchange Commission on August 2, 2007.
2. Mr. Rasmussen's revocable living trust serves as the General Partner of Rochester Capital Partners, L.P., a Nevada Limited Partnership. Mr. Rasmussen's trust owns a majority of the partnership and Mr. Rasmussen has sole dispositive and voting control over the shares owned by such partnership.
3. Mr. Rasmussen gave these shares in satisfaction of a debt of the Issuer for legal services of approximately $5,000. Neither Mr. Rasmussen nor the Company received any funds.
4. These shares were levied by the State of Michigan pursuant to a lien issued in connection with a dispute over child support. Mr. Rasmussen disputes that any amount was past due, and received no funds from the disposition of the shares.
5. Not applicable.
6. On December 28, 2007, Mr. Rasmussen and Rochester Capital Partners converted promissory notes they held, due from Global Universal Film Group (a wholly-owned subsidiary of the Issuer) into shares of Series B preferred stock at $0.11 per share, the current market of the common. Mr. Rasmussen converted debt of $37,755, and the partnership converted debt of $70,535. The shares were not issued until April 22, 2008.
7. The Series C Convertible Preferred Stock (Series C), as a class of 6,000,000 shares, is convertible into 60% of the common stock of the Issuer outstanding immediately after such conversion. Mr. Rasmussen holds 1/2 of the shares of Series C, which is convertible into 30% of the Issuer's common stock. The Series C stock carries voting rights equal to the number of shares that it is convertible into on any given date. The Series C was issued in connection with a change in control that was reported on Form 8-K on September 19, 2007. The shares were not issued until May 14, 2008.
/s/ Gary Rasmussen 05/23/2008
** 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 4 (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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