SEC Form 4 · accession 0001209191-18-034012
Global Eagle Entertainment Inc. · ENT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joshua Marks
Officer — Chief Executive Officer · Director
Period of report
May 24, 2018
Accepted (ET)
May 29, 2018 · 7:22 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001512077
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2.75% Convertible Senior Notes due 2035F2,F5,F1,F3,F4 | — | May 24, 2018 | P | 45 | A | — | Feb 15, 2035 | Common Stock, par value $0.0001 per share | — | 45 | D |
Explanation of responses
- F1As of the date of filing of this Form 4, the last reported conversion rate for the 2.75% Convertible Senior Notes due 2035 ("Convertible Notes") was 53.9084 shares of common stock per $1,000 principal amount of Convertible Notes, corresponding to a conversion price of approximately $18.55 per share of common stock. The conversion rate is subject to adjustment in certain circumstances pursuant to the Indenture, dated as of February 18, 2015, between the Issuer and U.S. Bank National Association, as trustee. Upon conversion of any Convertible Note, the Issuer will pay or deliver to the convertible noteholder cash, shares of common stock or a combination of cash and shares of common stock, at the Issuer's election.
- F2The Reporting Person purchased $45,000 aggregate principal amount of the Convertible Notes for an aggregate purchase price of $30,111.50 in open market transactions.
- F3The Convertible Notes are convertible by holders any time prior to the close of business on the business day immediately preceding November 15, 2034, only if one or more of the following conditions has been satisfied: (1) during any calendar quarter beginning after March 31, 2015 if the closing price of the Issuer's common stock equals or exceeds 130% of the conversion price per share during a defined period at the end of the previous quarter, (2) during the five consecutive business day period immediately following any five consecutive trading day period in which the trading price per $1,000 principal amount of Convertible Notes for each trading day was less than 98% of the product of the last reported sale price of the Issuer's common stock and the conversion rate on each such trading day; (3) if specified corporate transactions occur, or (cont'd in FN 4)
- F4(cont'd from FN 3) (4) if the Issuer calls any or all of the Convertible Notes for redemption, at any time prior to the close of business on the second business day immediately preceding the redemption date. On or after November 15, 2034, until the close of business on the second scheduled trading day immediately preceding February 15, 2035, a holder may convert all or a portion of its Convertible Notes at any time, regardless of the foregoing circumstances.
- F5$45,000 aggregate principal amount of Convertible Notes.