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*
Searchlight II TBO-W, L.P.

(Last) (First) (Middle)
C/O SEARCHLIGHT CAPITAL PARTNERS, L.P.
745 FIFTH AVENUE, 27TH FLOOR

(Street)
NEW YORK NY 10151

(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) X Other (specify below)
Director by Deputization
3. Date of Earliest Transaction (Month/Day/Year)
05/21/2018
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, par value $0.0001 per share 05/21/2018 P 750,001 A $1.7738(1) 1,318,801 D(2)(3)
Common Stock, par value $0.0001 per share 05/22/2018 P 328,593 A $1.8808(1) 1,647,394 D(2)(3)
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*
Searchlight II TBO-W, L.P.

(Last) (First) (Middle)
C/O SEARCHLIGHT CAPITAL PARTNERS, L.P.
745 FIFTH AVENUE, 27TH FLOOR

(Street)
NEW YORK NY 10151

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Searchlight II TBO GP, LLC

(Last) (First) (Middle)
C/O SEARCHLIGHT CAPITAL PARTNERS, L.P.
745 FIFTH AVENUE, 27TH FLOOR

(Street)
NEW YORK NY 10151

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SC II PV TBO, L.P.

(Last) (First) (Middle)
C/O SEARCHLIGHT CAPITAL PARTNERS, L.P.
745 FIFTH AVENUE, 27TH FLOOR

(Street)
NEW YORK NY 10151

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Searchlight Capital II (FC) AIV, L.P.

(Last) (First) (Middle)
C/O SEARCHLIGHT CAPITAL PARTNERS, L.P.
745 FIFTH AVENUE, 27TH FLOOR

(Street)
NEW YORK NY 10151

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SC II TBO, L.P.

(Last) (First) (Middle)
C/O SEARCHLIGHT CAPITAL PARTNERS, L.P.
745 FIFTH AVENUE, 27TH FLOOR

(Street)
NEW YORK NY 10151

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Searchlight Capital Partners II GP, L.P.

(Last) (First) (Middle)
C/O SEARCHLIGHT CAPITAL PARTNERS, L.P.
745 FIFTH AVENUE, 27TH FLOOR

(Street)
NEW YORK NY 10151

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Searchlight Capital Partners II GP, LLC

(Last) (First) (Middle)
C/O SEARCHLIGHT CAPITAL PARTNERS, L.P.
745 FIFTH AVENUE, 27TH FLOOR

(Street)
NEW YORK NY 10151

(City) (State) (Zip)
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. The shares purchased on May 21, 2018 were purchased in multiple transactions at prices ranging from $1.52 to $1.90, inclusive. The shares purchased on May 22, 2018 were purchased in multiple transactions at prices ranging from $1.72 to $1.95, inclusive. The Reporting Persons undertake 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.
2. The securities are owned 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. Searchlight Capital Partners II GP, LLC ("Searchlight Capital Partners II GP") is the general partner of Searchlight Capital Partners II GP LP. By reason of the provisions of Rule 16a-1, each of the Reporting Persons herein may be deemed to be the beneficial owners of the securities beneficially owned by the Fund.
3. Each of the Reporting Persons, other than the Fund, 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.
Remarks:
The Reporting Persons may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each Reporting Person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such Reporting Person. This report shall not be deemed an admission that such Reporting Person is a member of a group or the beneficial owner of any securities not directly owned by such Reporting Person. Mr. Zinterhofer, a manager of Searchlight Capital Partners II GP, serves on the board of directors of the Issuer. As a result, the other Reporting Persons herein may be deemed directors by deputization.
Searchlight II TBO-W, L.P., By: Searchlight II TBO GP, LLC, Its: general partner, By: /s/ Eric Zinterhofer, Authorized Person 05/23/2018
Searchlight II TBO GP, LLC, By: /s/ Eric Zinterhofer, Authorized Person 05/23/2018
SC II PV TBO, L.P., By: Searchlight Capital Partners II GP, L.P., Its: general partner, By: /s/ Eric Zinterhofer, Authorized Person 05/23/2018
Searchlight Capital II (FC) AIV, L.P., By: Searchlight Capital Partners II GP, L.P., Its: general partner, By: /s/ Eric Zinterhofer, Authorized Person 05/23/2018
SC II TBO, L.P., By: Searchlight Capital Partners II GP, L.P., Its: general partner, By: /s/ Eric Zinterhofer, Authorized Person 05/23/2018
Searchlight Capital Partners II GP, L.P., By: Searchlight Capital Partners II GP, LLC, Its: general partner, By: /s/ Eric Zinterhofer, Authorized Person 05/23/2018
Searchlight Capital Partners II GP, LLC, By: /s/ Eric Zinterhofer, Authorized Person 05/23/2018
** 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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