Global Eagle Entertainment
Global Eagle Entertainment Inc. (Form: 4, Received: 12/26/2017 20:26:35)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *

LEDDY JEFFREY A
2. Issuer Name and Ticker or Trading Symbol

Global Eagle Entertainment Inc. [ ENT ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

6100 CENTER DRIVE, SUITE 1020
3. Date of Earliest Transaction (MM/DD/YYYY)

12/21/2017
(Street)

LOS ANGELES, CA 90045
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   (1) 12/21/2017     A    2194   A $0.00   11284   D    
Common Stock   (2) 12/21/2017     A    200000   A $0.00   211284   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Stock Option Right to Buy   (3) $3.21   12/21/2017     A      5029       12/21/2017   12/21/2024   Common Stock   5029   $0.00   5029   D    
Stock Option Right to Buy   (4) $6.22   12/21/2017     A      650000         (4) 12/21/2024   Common Stock   650000   $0.00   650000   D    
Stock Option Right to Buy   (5) $6.22   12/21/2017     A      350000       12/21/2017   12/21/2024   Common Stock   350000   $0.00   1000000   D    

Explanation of Responses:
(1)  These shares (which were granted as restricted stock units) were backlog "stub" grants for director service from January 1, 2017 through February 20, 2017 (the Reporting Person's last day of service as a non-employee director), and became fully vested on December 21, 2017 (the date of the Issuer's 2017 annual stockholders' meeting).
(2)  These shares were granted as restricted stock units, and will vest in three equal annual installments on the first, second and third anniversary of the Reporting Person's employment commencement date (which was February 21, 2017), subject to continuous service on each vesting date.
(3)  These stock options were backlog "stub" grants for director service from January 1, 2017 through February 20, 2017 (the Reporting Person's last day of service as a non-employee director), and were fully vested on December 21, 2017 (the date of the Issuer's 2017 annual stockholders' meeting).
(4)  These stock options will vest in equal monthly installments during the three-year period commencing on February 21, 2017 (with the first installment vesting on March 21, 2017), subject to continuous service on each vesting date.
(5)  These stock options became fully vested as of the Reporting Person's employment commencement date (which was February 21, 2017).

Remarks:
The grants in this Form 4 are "backlog grants" promised to the Reporting Person earlier in 2017, the issuance of which was subject to stockholder approval of our new 2017 Omnibus Long-Term Incentive Plan. Our stockholders approved the new Plan on December 21, 2017. We described this grant in our Schedule 14A filed with the U.S. Securities and Exchange Commission on November 28, 2017.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
LEDDY JEFFREY A
6100 CENTER DRIVE
SUITE 1020
LOS ANGELES, CA 90045
X
Chief Executive Officer

Signatures
/s/ Colleen Brooks, Attorney-in-Fact 12/26/2017
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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LIMITED POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS


       The undersigned constitutes and appoints Stephen Ballas, Stephen Chu,
Colleen Brooks,
Joel Rubinstein, Elliott Smith, Daniel Nussen and Lola Olawole-Anjorin, 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: September 19, 2016

                                                                /s/ Jeffrey A. Leddy
                                                                Jeffrey Leddy