| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13G/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 3)* | |
|
Global Eagle Entertainment Inc. (f/k/a Global Eagle Acquisition Corp.) | |
| (Name of Issuer) | |
|
Common Stock, $0.0001 par value | |
| (Title of Class of Securities) | |
|
37951D102 | |
| (CUSIP Number) | |
|
December 31, 2013 | |
| (Date of Event Which Requires Filing of This Statement) | |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: | |
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 6 Pages) | |
______________________________
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 37951D102 | 13G/A | Page 2 of 6 Pages |
| 1 |
NAME OF REPORTING PERSON Interfund Equity USA | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
| ||
| 6 |
SHARED VOTING POWER 0 | |||
| 7 |
SOLE DISPOSITIVE POWER
| |||
| 8 |
SHARED DISPOSITIVE POWER 0 | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% | |||
| 12 |
TYPE OF REPORTING PERSON OO | |||
| CUSIP No. 37951D102 | 13G/A | Page 3 of 6 Pages |
| 1 |
NAME OF REPORTING PERSON GLG Partners LP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
| ||
| 6 |
SHARED VOTING POWER 450,850 shares of Common Stock issuable upon exercise of warrants | |||
| 7 |
SOLE DISPOSITIVE POWER
| |||
| 8 |
SHARED DISPOSITIVE POWER 450,850 shares of Common Stock issuable upon exercise of warrants | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 450,850 shares of Common Stock issuable upon exercise of warrants | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.8% | |||
| 12 |
TYPE OF REPORTING PERSON PN | |||
| CUSIP No. 37951D102 | 13G/A | Page 4 of 6 Pages |
| 1 |
NAME OF REPORTING PERSON GLG Partners Limited | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
| ||
| 6 |
SHARED VOTING POWER 450,850 shares of Common Stock issuable upon exercise of warrants | |||
| 7 |
SOLE DISPOSITIVE POWER
| |||
| 8 |
SHARED DISPOSITIVE POWER 450,850 shares of Common Stock issuable upon exercise of warrants | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 450,850 shares of Common Stock issuable upon exercise of warrants | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.8% | |||
| 12 |
TYPE OF REPORTING PERSON IA, HC | |||
| CUSIP No. 37951D102 | 13G/A | Page 5 of 6 Pages |
| This Amendment No. 3 (this "Amendment") amends the statement on Schedule 13G filed on May 23, 2011 (the "Original Schedule 13G"), as amended by Amendment No. 1 filed on February 13, 2012 (“Amendment No. 1) and Amendment No. 2 filed on February 14, 2013 (“Amendment No. 2” and, together with the Original Schedule 13G and Amendment No. 1, the "Schedule 13G"), with respect to shares of common stock, par value $0.0001 per share (the "Common Stock"), of Global Eagle Entertainment Inc. (f/k/a Global Eagle Acquisition Corp.), a Delaware corporation (the "Company"). Capitalized terms used herein and not otherwise defined in this Amendment have the meanings set forth in the Schedule 13G. This Amendment amends and restates Items 4 and 5 in their entirety as set forth below. | |
| Item 4. | OWNERSHIP |
| The information required by Items 4(a) – (c), as of the date hereof, is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. Based upon the prospectus supplement filed pursuant to Rule 424(b)(5) filed on December 18, 2013, there were 52,752,890 shares of Common Stock outstanding. In calculating the percentage of shares of Common Stock held by the Reporting Persons, we assumed the exercise of the reported warrants. | |
| The Investment Manager, which serves as the investment manager to each of the GLG Funds, may be deemed to be the beneficial owner of all shares of Common Stock owned by the GLG Funds. The Investment Manager exercises its investment authority directly or indirectly through various entities, including, without limitation, GLG Inc. The General Partner, as general partner to the Investment Manager, may be deemed to be the beneficial owner of all shares of Common Stock owned by the GLG Funds. Each of the Investment Manager, the General Partner and GLG Inc. hereby disclaims any beneficial ownership of any such shares of Common Stock, except for their pecuniary interest therein. | |
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [X] | |
| CUSIP No. 37951D102 | 13G/A | Page 6 of 6 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATE: February 14, 2014
| INTERFUND EQUITY USA | ||
|
By: GLG Partners LP, its Investment Manager GLG PARTNERS LP Individually and in its capacity as Investment Manager of INTERFUND EQUITY USA
|
||
| By: /s/ Michelle Robyn Grew | ||
| Name: Michelle Robyn Grew | ||
| Title: Global Head of Compliance & Regulatory | ||
| GLG PARTNERS LIMITED | ||
|
Individually and in its capacity as General Partner of GLG Partners LP
|
||
| By: /s/ Geoffrey Galbraith | ||
| Name: Geoffrey Galbraith | ||
| Title: Chief Operating Officer | ||