Statement of Changes in Beneficial Ownership (4)
March 19 2020 - 11:56AM
Edgar (US Regulatory)
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
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
ROWAN BARRY L |
2. Issuer Name and Ticker or Trading Symbol
Gogo Inc.
[
GOGO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP and CFO |
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(Last)
(First)
(Middle)
111 N. CANAL STREET, STE 1500 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/17/2020 |
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(Street)
CHICAGO, IL 60606
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock (1) | 3/17/2020 | | M | | 15675 | A | (2) | 60853 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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 | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Performance Restricted Stock | (2) | 3/17/2020 | | M | | | 10000 | (3) | (3) | Common Stock | 10000 | $0.00 | 10000 | D | |
| Performance Restricted Stock Units | (2) | 3/17/2020 | | M | | | 2750 | (4) | (4) | Common Stock | 2750 | $0.00 | 2750 | D | |
| Performance Restricted Stock Units | (2) | 3/17/2020 | | M | | | 2925 | (5) | (5) | Common Stock | 2925 | $0.00 | 8775 | D | |
| Options (Right to Buy) | $2.14 | 3/17/2020 | | A | | 53000 | | (6) | 3/17/2030 | Common Stock | 53000 | $0.00 | 53000 | D | |
| Restricted Stock Units | (7) | 3/17/2020 | | A | | 87250 | | (8) | (8) | Common Stock | 87250 | $0.00 | 87250 | D | |
| Explanation of Responses: |
| (1) | Includes restricted shares. |
| (2) | Restricted stock units convert into common stock on a one-for-one basis. |
| (3) | On April 24, 2017, the reporting person was granted 20,000 performance restricted stock units which were subject to both time-based vesting and performance-based vesting. Effective March 17, 2020, the Compensation Committee of the Company eliminated the performance conditions for these restricted stock units. This modification resulted in the immediate vesting and settlement of 10,000 restricted stock units, corresponding to the portion of the award for which service-vesting dates had previously elapsed. The remaining restricted stock units will vest in two equal installments on April 24, 2020 and the first anniversary thereof, subject to continued employment with the Company. |
| (4) | On February 17, 2018, the reporting person was granted 5,500 performance restricted stock units which were subject to both time-based vesting and performance-based vesting. Effective March 17, 2020, the Compensation Committee of the Company eliminated the performance conditions for these restricted stock units. This modification resulted in the immediate vesting and settlement of 2,750 restricted stock units, corresponding to the portion of the award for which service-vesting dates had previously elapsed. The remaining restricted stock units will vest in two equal installments on the first two anniversaries of February 17, 2020, subject to continued employment with the Company. |
| (5) | On March 10, 2019, the reporting person was granted 11,700 performance restricted stock units which were subject to both time-based vesting and performance-based vesting. Effective March 17, 2020, the Compensation Committee of the Company eliminated the performance conditions for these restricted stock units. This modification resulted in the immediate vesting and settlement of 2,925 restricted stock units, corresponding to the portion of the award for which service-vesting dates had previously elapsed. The remaining restricted stock units will vest in three equal installments on the first three anniversaries of March 10, 2020, subject to continued employment with the Company. |
| (6) | These options will vest and become exercisable in four equal installments on the first four anniversaries of March 17, 2020, subject to continued employment with the Company. |
| (7) | Each restricted stock unit represents the contingent right to receive one share of the Company's common stock or its equivalent value in cash. |
| (8) | 32,000 of these restricted stock units will vest in four equal installments on the first four anniversaries of March 17, 2020 and 55,250 of these restricted stock units will vest on December 31, 2022, in each case, subject to continued employment with the Company. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
ROWAN BARRY L
111 N. CANAL STREET, STE 1500
CHICAGO, IL 60606 |
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| EVP and CFO |
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Signatures
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| /s/ Margee Elias, Attorney-in-Fact for Barry L. Rowan | | 3/19/2020 |
| **Signature of Reporting Person | Date |
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