Initial Statement of Beneficial Ownership (3)
19 Agosto 2019 - 11:00AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
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Everett R. Jason
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2. Date of Event Requiring Statement (MM/DD/YYYY)
8/12/2019
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3. Issuer Name
and
Ticker or Trading Symbol
Global Eagle Entertainment Inc. [ENT]
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(Last)
(First)
(Middle)
6080 CENTER DRIVE, SUITE 1200
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
Chief Accounting Officer /
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(Street)
LOS ANGELES, CA 90045
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
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X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
(1)
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83333
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D
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Common Stock
(2)
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41667
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option
(3)
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(4)
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7/29/2024
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Common Stock
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54975
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$0.71
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D
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Stock Option
(3)
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(5)
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7/29/2026
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Common Stock
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109951
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$0.71
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D
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Explanation of Responses:
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(1)
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These shares were granted as restricted stock units and will vest as follows; (i) 50% vesting on July 29, 2021, (ii) 25% vesting on July 29, 2022 and (iii) 25% vesting on July 29, 2023, subject to continuous employment on each applicable vesting date.
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(2)
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These shares were granted as performance-based restricted stock units and will vest as follows; (i) 50% vesting on July 29, 2021, (ii) 25% vesting on July 29, 2022, and (iii) 25% vesting on July 29, 2023, subject to the reporting person's continuous service through each applicable vesting date, and provided that the Issuer's average 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 July 29, 2024.
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(3)
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Each 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.
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(4)
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These Stock Options generally vest and become exercisable as follows: (i) 50% of the Stock Options will vest on July 29, 2021, (ii) 25% of the Stock Options will vest on July 29, 2022 and (iii) 25% of the Stock Options will vest on July 29, 2023, subject to the reporting person's continuous service through each applicable vesting date, and provided that the Issuer's average 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 July 29, 2024.
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(5)
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These Stock Options generally vest and become exercisable as follows: (i) 50% of the Stock Options will vest on July 29, 2021 and (ii) 50% of the Stock Options will vest on July 29, 2022, subject to the reporting person's continuous service through each applicable vesting date, and provided that the Issuer's average 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 July 29, 2026.
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Remarks:
See Exhibit 24.1 - Power of Attorney
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Everett R. Jason
6080 CENTER DRIVE
SUITE 1200
LOS ANGELES, CA 90045
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Chief Accounting Officer
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Signatures
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/s/ Julia Waldron, Attorney-in-Fact
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8/19/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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