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*
Everett R. Jason

(Last) (First) (Middle)
6080 CENTER DRIVE
SUITE 1200

(Street)
LOS ANGELES CA 90045

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/12/2019
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)
Chief Accounting Officer
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) 83,333 D
Common Stock(2) 41,667 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option(3) (4) 07/29/2024 Common Stock 54,975 0.71 D
Stock Option(3) (5) 07/29/2026 Common Stock 109,951 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
/s/ Julia Waldron, Attorney-in-Fact 08/19/2019
** 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 Number.
LIMITED POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS
 
 
       The undersigned constitutes and appoints Kim Nakamaru, Colleen Brooks,
Jee Lee, Julia Waldron and Elizabeth Bestwick, or any of them acting singly, as
the undersigned's true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for the undersigned and in the undersigned's
name, place and stead, to:
        
       1. 	prepare, sign, and submit to the Securities and Exchange Commission
(the " SEC ") on its Electronic Data Gathering, Analysis, and Retrieval (" EDGAR
") Filer Management website a Form ID application, including any amendments and
exhibits thereto, and any other related documents as may be necessary or
appropriate, to obtain from the SEC access codes to permit filing on the SEC's
EDGAR system, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each act and thing requisite and
necessary to be done as required by any rule or regulation of the SEC and the
EDGAR Filer Manual as fully and to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, may lawfully do or cause
 to be
done by virtue hereof; and
 
       2. 	sign any and all SEC statements of beneficial ownership of securities
of Global Eagle Entertainment Inc. (the " Company ") on Schedule 13D as required
under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the
Securities Exchange Act of 1934, as amended, and any amendments thereto, and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the SEC, the Company and any stock exchange on which any of the
Company's securities are listed, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each act
and thing requisite and necessary to be done under said Section 13 and Section
16(a), as fully and to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, may lawfully do or cause to be
done by virtue hereof.
        
       A copy of this limited power of attorney shall be filed with the SEC. 
This limited power of attorney replaces any and all previous powers of attorney
filed with the SEC.  This limited power of attorney shall remain in full force
and effect until it is revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact, or if it is superseded by a new limited
power of attorney regarding the purposes outlined herein.
       
        The authority granted hereby shall in no event be deemed to impose or
create any duty on behalf of the attorneys-in-fact with respect to the
undersigned's obligations to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5
with the SEC. 
 
 
Dated: August 1, 2019
 
								/s/ R. Jason Everett