UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 

Global Eagle Entertainment Inc.

(Name of Issuer)

 

Common Stock ($0. 0001 par value per share)

(Title of Class of Securities)

 

37951D102

(CUSIP Number of Class of Securities)

 

Steven M. Hoffman

Wellington Management Company, LLP

280 Congress Street

Boston, Massachusetts 02210

(617) 790-7429

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

November 26, 2013

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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

SCHEDULE 13D

 

 

 

1.

Name of Reporting Person:
Wellington Management Company, LLP

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds
AF

 

 

5.

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Massachusetts

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
3,243,123

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
3,243,123

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,243,123

 

 

12.

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
8.4%(1)

 

 

14.

Type of Reporting Person
IA

 


(1)                   Based on 38,514,808 shares of Common Stock issued and outstanding as of November 12, 2013 plus 257,058 shares of Common Stock underlying warrants exercisable for shares of Common Stock of the Company.

 

2



 

CUSIP No.   37951D102

SCHEDULE 13D

 

 

 

1.

Name of Reporting Person:
Wellington Hedge Management, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds
AF

 

 

5.

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Massachusetts

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
1,741,975

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
1,741,975

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,741,975

 

 

12.

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
4.5%(1)

 

 

14.

Type of Reporting Person
OO

 


(1)                   Based on 38,514,808 shares of Common Stock issued and outstanding as of November 12, 2013 plus 156,291 shares of Common Stock underlying warrants exercisable for shares of Common Stock of the Company.

 

3



 

CUSIP No.   37951D102

SCHEDULE 13D

 

 

 

1.

Name of Reporting Person:
Wellington Hedge Administrator, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds
AF

 

 

5.

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
1,501,148

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
1,501,148

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,501,148

 

 

12.

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
3.9%(1)

 

 

14.

Type of Reporting Person
OO

 


(1)                   Based on 38,514,808 shares of Common Stock issued and outstanding as of November 12, 2013 plus 100,767 shares of Common Stock underlying warrants exercisable for shares of Common Stock of the Company.

 

4



 

CUSIP No.   37951D102

SCHEDULE 13D

 

 

This Amendment No. 3 (the “Amendment”) relates to the Statement of Beneficial Ownership on Schedule 13D filed jointly by Wellington Management Company, LLP (“Wellington Management”), Wellington Hedge Management, LLC (“WHML”) and Wellington Hedge Administrator, LLC (“WHAL”) with the SEC on February 8, 2013, as amended by Amendment No. 1 to such statement filed with the SEC on October 29, 2013 and Amendment No. 2 to such statement filed with the SEC on November 14, 2013 (as further amended by this Amendment, the “Schedule 13D”).

 

Except as set forth below, all Items of the Schedule 13D remain unchanged.  All capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Schedule 13D.

 

Item 5.                          Interest in Securities of the Issuer

 

Item 5 of Schedule 13D is hereby amended to add the following information:

 

(a) and (b)                                       As of the date hereof:

 

(i)                                     Wellington Management, in its capacity as investment adviser, may be deemed to be the beneficial owner of 3,243,123 shares of Common Stock, consisting of (i) 2,835,031 shares of Common Stock held by the Clients, (ii) 151,034 shares currently available to be distributed from escrow pursuant to the Letter Agreement and (iii) 257,058 shares of Common Stock underlying warrants held by the Clients.  Such shares represent beneficial ownership of 8.4% of the Common Stock, based on 38,514,808 shares of Common Stock issued and outstanding as of November 12, 2013.  The foregoing excludes 536,231 shares of Common Stock held in the indemnity escrow, registered in the name of the escrow agent, to secure (A) any post-closing purchase price adjustment due to the Company from Row 44 pursuant to the terms of the Merger Agreement and (B) Row 44’s indemnification obligations under the Merger Agreement.

 

(ii)                                  WHML, in its capacity as managing general partner to certain of the Clients, may be deemed to be the beneficial owner of 1,741,975 shares of Common Stock, consisting of (i) 1,497,386 shares of Common Stock held by such Clients, (ii) 88,298 shares currently available to be distributed from escrow pursuant to the Letter Agreement and (iii) 156,291 shares of Common Stock underlying warrants held by such Clients.  Such shares represent beneficial ownership of 4.5% of the Common Stock, based on 38,514,808 shares of Common Stock issued and outstanding as of November 12, 2013.  The foregoing excludes 283,303 shares of Common Stock held in the indemnity escrow, registered in the name of the escrow agent, to secure (A) any post-closing purchase price adjustment due to the Company from Row 44 pursuant to the terms of the Merger Agreement and (B) Row 44’s indemnification obligations under the Merger Agreement.

 

(iii)                               WHAL, in its capacity as general partner to certain of the Clients, may be deemed to be the beneficial owner of 1,501,148 shares of Common Stock, consisting of (i) 1,337,645 shares of Common Stock held by such Clients, (ii) 62,736 shares currently available to be distributed from escrow pursuant to the Letter Agreement and (iii) 100,767 shares of

 

5



 

CUSIP No.   37951D102

SCHEDULE 13D

 

 

Common Stock underlying warrants held by such Clients.  Such shares represent beneficial ownership of 3.9% of the Common Stock, based on 38,514,808 shares of Common Stock issued and outstanding as of November 12, 2013.  The foregoing excludes (i) 252,928 shares of Common Stock held in the indemnity escrow, registered in the name of the escrow agent, to secure (A) any post-closing purchase price adjustment due to the Company from Row 44 pursuant to the terms of the Merger Agreement and (B) Row 44’s indemnification obligations under the Merger Agreement.

 

Each Reporting Person has shared power to vote or direct the vote and to dispose or direct the disposition of shares of Common Stock beneficially owned by such Reporting Person as indicated herein.

 

(c)                                  Except as set forth on Schedule A attached hereto, no transactions were effected by the Reporting Persons since the filing of Amendment No. 2 to the Schedule 13D through November 26, 2013.  All of the transactions set forth on Schedule A were effected in the ordinary course of business of the Reporting Persons on behalf of their Clients.  The transactions set forth in Schedule A were effected in open market transactions on the Nasdaq Capital Market.

 

(e)                                  WHML ceased to be the beneficial owner of more than 5.0% of the Common Stock as of November 22, 2013.  WHAL was never the beneficial owner of more than 5.0% of the Common Stock.  Accordingly, following the filing of this Amendment, WHML and WHAL will no longer be Reporting Persons with respect to this Schedule 13D.

 

6



 

CUSIP No.   37951D102

SCHEDULE 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: November 27, 2013

 

 

 

 

 

 

WELLINGTON MANAGEMENT COMPANY, LLP

 

 

 

 

 

By:

/s/ Steven M. Hoffman

 

Name: Steven M. Hoffman

 

Title: Vice President

 

 

 

 

 

WELLINGTON HEDGE MANAGEMENT, LLC

 

 

 

 

 

By:

/s/ Gregory S. Konzal

 

Name: Gregory S. Konzal

 

Title: Vice President

 

 

 

 

 

WELLINGTON HEDGE ADMINISTRATOR, LLC

 

 

 

 

 

By:

/s/ Gregory S. Konzal

 

Name: Gregory S. Konzal

 

Title: Vice President

 

7



 

CUSIP No.   37951D102

SCHEDULE 13D

 

 

Schedule A

 

 

 

Number of

 

 

 

Trade Date

 

Shares Disposed of

 

Price per Share

 

 

 

 

 

 

 

11/14/2013

 

7,768

 

11.0000

 

11/22/2013

 

61,200

 

14.4750

 

11/22/2013

 

75,600

 

14.4750

 

11/22/2013

 

6,000

 

14.4750

 

11/22/2013

 

1,700

 

14.4750

 

11/22/2013

 

6,500

 

14.4750

 

11/22/2013

 

1,700

 

14.4750

 

11/22/2013

 

3,500

 

14.4750

 

11/22/2013

 

5,200

 

14.4750

 

11/22/2013

 

6,200

 

14.4750

 

11/22/2013

 

8,400

 

14.4750

 

11/22/2013

 

2,200

 

14.4750

 

11/22/2013

 

11,154

 

14.4750

 

11/22/2013

 

1,900

 

14.4750

 

11/22/2013

 

7,500

 

14.4750

 

11/22/2013

 

145

 

14.4750

 

11/22/2013

 

914

 

14.4750

 

11/22/2013

 

187

 

14.4750

 

11/25/2013

 

30,900

 

14.3750

 

11/25/2013

 

38,200

 

14.3750

 

11/25/2013

 

3,000

 

14.3750

 

11/25/2013

 

3,300

 

14.3750

 

11/25/2013

 

1,800

 

14.3750

 

11/25/2013

 

2,600

 

14.3750

 

11/25/2013

 

3,100

 

14.3750

 

11/25/2013

 

4,300

 

14.3750

 

11/25/2013

 

1,700

 

14.3750

 

11/25/2013

 

5,600

 

14.3750

 

11/25/2013

 

1,700

 

14.3750

 

11/25/2013

 

3,800

 

14.3750

 

11/26/2013

 

28,535

 

14.7876

 

11/26/2013

 

2,317

 

14.7876

 

11/26/2013

 

31,155

 

14.7876

 

11/26/2013

 

2,673

 

14.7876

 

11/26/2013

 

16,656

 

14.7876

 

11/26/2013

 

24,731

 

14.7876

 

11/26/2013

 

29,413

 

14.7876

 

11/26/2013

 

39,761

 

14.7876

 

11/26/2013

 

10,571

 

14.7876

 

11/26/2013

 

9,852

 

14.7876

 

 

8