FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

1. Name and Address of Reporting Person *

Everett R. Jason

2. Date of Event Requiring Statement (MM/DD/YYYY)
8/12/2019 

3. Issuer Name and Ticker or Trading Symbol

Global Eagle Entertainment Inc. [ENT]

(Last)        (First)        (Middle)

6080 CENTER DRIVE, SUITE 1200

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

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Chief Accounting Officer /

(Street)

LOS ANGELES, CA 90045       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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) 83333   D    
Common Stock   (2) 41667   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option   (3)   (4) 7/29/2024   Common Stock   54975   $0.71   D    
Stock Option   (3)   (5) 7/29/2026   Common Stock   109951   $0.71   D    

Explanation of Responses:
(1)  These shares were granted as restricted stock units and will vest as follows; (i) 50% vesting on July 29, 2021, (ii) 25% vesting on July 29, 2022 and (iii) 25% vesting on July 29, 2023, subject to continuous employment on each applicable vesting date.
(2)  These shares were granted as performance-based restricted stock units and will vest as follows; (i) 50% vesting on July 29, 2021, (ii) 25% vesting on July 29, 2022, and (iii) 25% vesting on July 29, 2023, subject to the reporting person's continuous service through each applicable vesting date, and provided that the Issuer's average volume-weighted average price per share of common stock equals or exceeds $4.00 for 45 consecutive trading days at any time on or prior to July 29, 2024.
(3)  Each Stock Option represents the right of the reporting person to receive a cash payment on the date of exercise equal to the value of the closing price per share on the date of exercise less the exercise price.
(4)  These Stock Options generally vest and become exercisable as follows: (i) 50% of the Stock Options will vest on July 29, 2021, (ii) 25% of the Stock Options will vest on July 29, 2022 and (iii) 25% of the Stock Options will vest on July 29, 2023, subject to the reporting person's continuous service through each applicable vesting date, and provided that the Issuer's average volume-weighted average price per share of common stock equals or exceeds $4.00 for 45 consecutive trading days at any time on or prior to July 29, 2024.
(5)  These Stock Options generally vest and become exercisable as follows: (i) 50% of the Stock Options will vest on July 29, 2021 and (ii) 50% of the Stock Options will vest on July 29, 2022, subject to the reporting person's continuous service through each applicable vesting date, and provided that the Issuer's average volume-weighted average price per share of common stock equals or exceeds $8.00 for 45 consecutive trading days at any time on or prior to July 29, 2026.

Remarks:
See Exhibit 24.1 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Everett R. Jason
6080 CENTER DRIVE
SUITE 1200
LOS ANGELES, CA 90045


Chief Accounting Officer

Signatures
/s/ Julia Waldron, Attorney-in-Fact 8/19/2019
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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