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*
EMC Aggregator, LLC

(Last) (First) (Middle)
888 BOYLSTON STREET, 16TH FLOOR

(Street)
BOSTON MA 02199

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Global Eagle Entertainment Inc. [ ENT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/06/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 03/09/2018 S 4,800 D $1.7523(1) 9,520,883 I By EMC Acquisition Holdings, LLC(2)(3)(4)(5)(6)(7)(8)(9)(10)
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
1. Name and Address of Reporting Person*
EMC Aggregator, LLC

(Last) (First) (Middle)
888 BOYLSTON STREET, 16TH FLOOR

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ABRY Partners VII Co-Investment Fund, L.P.

(Last) (First) (Middle)
888 BOYLSTON STREET, 16TH FLOOR

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ABRY Partners VII, L.P.

(Last) (First) (Middle)
888 BOYLSTON STREET, 16TH FLOOR

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ABRY INVESTMENT PARTNERSHIP, L.P.

(Last) (First) (Middle)
888 BOYLSTON STREET, 16TH FLOOR

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Grossman Jay M.

(Last) (First) (Middle)
888 BOYLSTON STREET, 16TH FLOOR

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KOENIG PEGGY

(Last) (First) (Middle)
888 BOYLSTON STREET, 16TH FLOOR

(Street)
BOSTON MA 02199

(City) (State) (Zip)
Explanation of Responses:
1. The price shown in column 4 is a weighted average price. On 03/09/2018, these shares were sold in multiple transactions at prices ranging from $1.75 to $1.765. 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 footnote 1 to this Form 4 report.
2. 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 4,967,777 of the shares of the Issuer prior to the transactions set forth above.
3. 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 was the beneficial owner of 9,525,683 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 now beneficially owns 10.49% of the Issuer's outstanding shares.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
/s/ Kostas Sofronas, Authorized Person of EMC Aggregator LLC 03/13/2018
/s/ Kostas Sofronas, Authorized Person of ABRY VII Capital Investors, LLC, general partner of ABRY VII Capital Partners, L.P., which is the general partner of ABRY Partners VII, L.P. 03/13/2018
/s/ Kostas Sofronas, Authorized Person of ABRY VII Capital Investors, LLC, member of ABRY Partners VII Co-Investment GP, LLC, which is the general partner of ABRY Partners VII Co-Investment Fund, L.P. 03/13/2018
/s/ Kostas Sofronas, Authorized Person of ABRY Investment GP, LLC, which is the general partner of ABRY Investment Partnership, L.P. 03/13/2018
/s/ Jay Grossman 03/13/2018
/s/ Peggy Koenig 03/13/2018
** 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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