Global Eagle Entertainment
Global Eagle Entertainment Inc. (Form: 4, Received: 12/26/2017 20:32:41)
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 *

Steger Ronald
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
_____ Officer (give title below)      _____ Other (specify below)
(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    3227   A $0.00   3227   D    
Common Stock   (2) 12/21/2017     A    31152   A $0.00   34379   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      7395       12/21/2017   12/21/2024   Common Stock   7395   $0.00   7395   D    

Explanation of Responses:
(1)  These shares (which were granted as restricted stock units) were backlog "stub" grants for director service from April 17, 2017 (the date the Reporting Person Joined our Board of Directors) through the 2017 annual stockholders' meeting, 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 full on the earlier of (i) June 26, 2018 and (ii) the date of the Issuer's 2018 annual stockholders' meeting, subject to continuous service through the vesting date.
(3)  These stock options were backlog "stub" grants for director service from April 17, 2017 (the date the Reporting Person joined our Board of Directors) through the 2017 annual stockholders' meeting, and were fully vested on December 21, 2017 (the date of the Issuer's 2017 annual stockholders' meeting).

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
Steger Ronald
6100 CENTER DRIVE
SUITE 1020
LOS ANGELES, CA 90045
X



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).
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