0001179110-11-007999.txt : 20110516 0001179110-11-007999.hdr.sgml : 20110516 20110516112312 ACCESSION NUMBER: 0001179110-11-007999 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110513 FILED AS OF DATE: 20110516 DATE AS OF CHANGE: 20110516 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLOAN HARRY CENTRAL INDEX KEY: 0001258248 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35176 FILM NUMBER: 11844415 MAIL ADDRESS: STREET 1: 10802 AMBAZAC WAY CITY: LOS ANGELES STATE: CA ZIP: 90077 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Global Eagle Acquisition Corp. CENTRAL INDEX KEY: 0001512077 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 10900 WILSHIRE BOULVEARD STREET 2: SUITE 1500 CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: 310-209-7281 MAIL ADDRESS: STREET 1: 10900 WILSHIRE BOULVEARD STREET 2: SUITE 1500 CITY: LOS ANGELES STATE: CA ZIP: 90024 4 1 edgar.xml FORM 4 - X0303 4 2011-05-13 0 0001512077 Global Eagle Acquisition Corp. EAGL 0001258248 SLOAN HARRY 10900 WILSHIRE BLVD. SUITE 1500 LOS ANGELES CA 90024 1 1 1 0 Chairman & CEO Common Stock, par value $0.0001 per share 4373507 I See Footnote Sponsor Warrants 11.5 2011-05-13 4 A 0 7000000 0.75 A Common Stock par value $0.0001 per share 7000000 7000000 I See Footnote 576,220 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.333-172267), is not exercised in full. In addition, a portion of the shares in an amount equal to 4% of the Issuer's issued and outstanding shares immediately after its initial public offering are subject to forfeiture on the third anniversary of the closing of the Issuer's initial business combination unless following the initial business combination the last sales price of the Issuer's common stock equals or exceeds $13.00 per share for any 20 trading days within any 30-trading day period or if the Issuer consummates a subsequent liquidation, merger, stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their common stock of the Issuer for cash, securities or other property in an amount which equals or exceeds $13.00 per share. Under the terms of the 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. The Sponsor Warrants are identical to the warrants included in the units that were sold by the Issuer in its initial public offering, except for those differences set forth in the Issuer's registration statement on Form S-1 (File No. 333-172267). In addition, the Sponsor Warrants generally are not transferable, assignable or salable until 30 days after the completion of the Issuer's initial business combination and will expire worthless if the Issuer does not complete an initial business combination within 21 months from the closing of the Issuer's initial public offering. Under the terms of the 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 warrants to purchase common stock of the Issuer held by Global Eagle Acquisition LLC. Mr. Sloan and Mr. Sagansky disclaim beneficial ownership of these warrants except to the extent of their pecuniary interest therein. /s/ Harold Davidson, Attorney-in-Fact 2011-05-16