SEC Form 4 · accession 0001209191-18-039756
Global Eagle Entertainment Inc. · ENT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Per Noren
Officer — EVP, Chief Commercial Officer
Period of report
Jun 25, 2018
Accepted (ET)
Jun 27, 2018 · 9:18 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001512077
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jun 25, 2018 | A | 333,333 | $0.00 | A | 512,693 | D | |
| Common StockF2 | Jun 25, 2018 | A | 166,667 | $0.00 | A | 679,360 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF3,F4 | $2.65 | Jun 25, 2018 | A | 219,902 | A | — | Jun 25, 2023 | Common Stock | 219,902 | 219,902 | D |
| Stock OptionF3,F5 | $2.65 | Jun 25, 2018 | A | 439,803 | A | — | Jun 25, 2025 | Common Stock | 439,803 | 439,803 | D |
Explanation of responses
- F1These shares were granted as restricted stock units and will vest as follows; (i) 50% vesting on March 27, 2020, (ii) 25% vesting on March 27, 2021 and (iii) 25% vesting on March 27, 2022, subject to continuous employment on each applicable vesting date.
- F2These shares were granted as performance-based restricted stock units and will vest as follows; (i) 50% vesting on March 27, 2020, (ii) 25% vesting on March 27, 2021, and (iii) 25% vesting on March 27, 2022, subject to the reporting person's continuous service through each applicable vesting date, and provided that the Issuer's 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 June 25, 2023.
- F3Each 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.
- F4These Stock Options generally vest and become exercisable as follows: (i) 50% of the Stock Options will vest on March 27, 2020, (ii) 25% of the Stock Options will vest on March 27, 2021 and (iii) 25% of the Stock Options will vest on March 27, 2022, subject to the reporting person's continuous service through each applicable vesting date, and provided that the Issuer's 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 June 25, 2023.
- F5These Stock Options generally vest and become exercisable as follows: (i) 50% of the Stock Options will vest on March 27, 2020 and (ii) 50% of the Stock Options will vest on March 27, 2021, subject to the reporting person's continuous service through each applicable vesting date, and provided that the Issuer's 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 June 25, 2025.