p12-0373sc13ga.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
Global Eagle Acquisition Corp.
(Name of Issuer)
 
Common Stock, $0.0001 par value
(Title of Class of Securities)
 
37951D102
(CUSIP Number)
 
December 31, 2011
(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)
ý
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 purposes 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) ý
(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
0
6
SHARED VOTING POWER
1,240,281 Shares
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
1,240,281 Shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,240,281 Shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.35%
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) ý
(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
0
6
SHARED VOTING POWER
2,071,900 Shares
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
2,071,900 Shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,071,900 Shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.95%
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) ý
(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
0
6
SHARED VOTING POWER
2,071,900 Shares
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
2,071,900 Shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,071,900 Shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.95%
12
TYPE OF REPORTING PERSON
IA, HC


 
 
 
CUSIP No. 37951D102
 
13G/A
Page 5 of 6 Pages

 
This Amendment No. 1 (this "Amendment") amends the statement on Schedule 13G filed on May 23, 2011 (the "Original Schedule 13G" and the Original Schedule 13G as amended, the "Schedule 13G"), with respect to shares of common stock, par value $0.0001 per share (the "Shares"), of 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 2(e) and 4 in their entirety as set forth below.

Item 2(e).
CUSIP NUMBER
   
 
37951D102

Item 4.
OWNERSHIP
   
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
The information required by Items 4(a) – (c) 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. The percentage set forth in Row (11) of the cover page for each Reporting Person is based on 23,161,585 Shares issued and outstanding as of November 11, 2011, as disclosed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011, filed with the Securities and Exchange Commission on November 14, 2011.
 
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 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 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, except for their pecuniary interest therein.
 


 
 
 
CUSIP No. 37951D102
 
13G/A
Page 6 of 6 Pages


SIGNATURES
 
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
 
DATE:  February 13, 2012

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/ Victoria Parry
    
Name:  Victoria Parry
    
Title:  Head of Product Legal
    
     
GLG PARTNERS LIMITED
    
Individually and in its capacity as General Partner of GLG Partners LP
     
By:      /s/ Emmanuel Roman
    
Name:  Emmanuel Roman
    
Title:  CO CEO/COO