Edgar Filing: Global Eagle Entertainment Inc.

Ownership Submission

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SHAPIRO EDWARD

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)

C/O PAR INVESTMENT PARTNERS, L.P., ONE INTERNATIONAL PLACE, SUITE 2401

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2013

(Street)

BOSTON, MA 02110

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Convertible Promissory Note ⁽¹⁾

⁽²⁾

12/20/2013

2,263,595

⁽²⁾

Common Stock ⁽²⁾

2,263,595

⁽¹⁾

19,118,233

See Footnotes ⁽¹⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SHAPIRO EDWARD C/O PAR INVESTMENT PARTNERS, L.P. ONE INTERNATIONAL PLACE, SUITE 2401 BOSTON, MA 02110	X

Signatures

/s/ Edward Shapiro		12/24/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The Convertible Promissory Note reported herein, which previously had an aggregate principal amount equal to $19,000,000 (the "Note"), was issued to PAR Investment Partners, L.P. ("PAR") pursuant to the Convertible Note Purchase Agreement (the "Note Purchase Agreement"), dated as of October 21, 2013, by and between the Issuer and PAR, for a purchase price of $19,000,000. PAR Capital Management, Inc. ("PCM"), as the general partner of PAR Group, L.P. ("PAR Group"), which is the general partner of PAR, has investment discretion and voting control over shares held by PAR.
(2)	The principal amount of the Note, together with all accrued but unpaid interest (the "Loan Amount"), was paid in full in cash pursuant to its terms by the Issuer on December 20, 2013.
(3)	The reporting person is a portfolio manager employed by PCM who serves as the representative of PAR on the Issuer's board of directors. The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest, if any, therein by virtue of his equity ownership in PCM and PAR Group.

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