UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
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. |
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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Global Eagle Acquisition LLC 1450 2ND STREET SUITE 247 SANTA MONICA, CA 90401 |
 |  X |  |  |
/s/ Laura Rosenblum, Attorney-in-Fact | 07/25/2013 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | 1,068,750 of these shares are subject to forfeiture to the extent the underwriters' over allotment option, as described in the Issuer's registration statement on Form S-1 (File No.333-189498) (the "Registration Statement"), is not exercised in full. In addition, 20% of the shares held by Global Eagle Acquisition LLC are subject to forfeiture on the fifth anniversary of the completion of the Issuer's initial business combination unless following the Issuer's initial business combination the last sales price of the Issuer's common stock equals or exceeds certain specified targets, as described in the Registration Statement. |
(2) | Under the terms of the amended and restated limited liability company agreement of Global Eagle Acquisition LLC, the Issuer's sponsor, Harry E. Sloan and Jeff Sagansky share voting and dispositive control of the shares of the Issuer's common stock held by Global Eagle Acquisition LLC. Mr. Sloan and Mr. Sagansky disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein. |