Edgar Filing: Silver Eagle Acquisition Corp.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Global Eagle Acquisition LLC

2. Issuer Name and Ticker or Trading Symbol
Silver Eagle Acquisition Corp. [EAGL]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

1450 2ND STREET, SUITE 247

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2013

(Street)

SANTA MONICA, CA 90401

4. If Amendment, Date Original Filed(Month/Day/Year)
07/31/2013

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.0001 per share	07/30/2013		J⁽¹⁾		475,000	D	$ 0	7,652,250 ⁽²⁾ ⁽³⁾	D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Private Placement Warrants

$ 5.75

07/29/2013

14,250,000

⁽⁴⁾

Common Stock, par value $0.0001 per share

7,125,000

$ 0.5

14,250,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Global Eagle Acquisition LLC 1450 2ND STREET SUITE 247 SANTA MONICA, CA 90401		X

Signatures

/s/ Laura Rosenblum, Attorney-in-Fact		08/01/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	475,000 shares were forfeited to the Issuer at no cost in connection with the partial exercise by the underwriters' of their over-allotment option, as described in the Issuer's registration statement on Form S-1 (File No.333-189498) (the "Registration Statement"). In addition, 20% of the shares held by Global Eagle Acquisition LLC are subject to forfeiture on the fifth anniversary of the completion of the Issuer's initial business combination unless following the Issuer's initial business combination the last sales price of the Issuer's common stock equals or exceeds certain specified amounts, as described in the Registration Statement.
(2)	Under the terms of the amended and restated 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.
(3)	Amount beneficially owned includes 13,300 shares received as a result of a stock dividend by the Issuer of 0.2 shares for each outstanding share of common stock of the Issuer.
(4)	The Private Placement Warrants were issued prior to the Issuer's initial public offering and are identical to the warrants included in the units that were sold by the Issuer in its initial public offering (the "Offering"), except for those differences described in the Issuer's registration statement on Form S-1 (File No.333-189498). The Private Placement Warrants are exercisable beginning on the later of one year from the closing of the Offering or 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 Offering, or 24 months from the closing of the Offering if the Issuer has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 21 months from the closing of the Offering.
Remarks: This amendment to the Form 4 filed with the Securities and Exchange Commission on July 31, 2013 is being filed to correct the number of shares beneficially owned as of July 30, 2013.

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