Statement of Changes in Beneficial Ownership (4)
March 19 2020 - 11:56AM
Edgar (US Regulatory)
FORM 4
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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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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
*
THORNE OAKLEIGH |
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)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO |
(Last)
(First)
(Middle)
63 FRONT STREET, P.O BOX 258 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/17/2020 |
(Street)
MILLBROOK, NY 12545
(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 | 3/17/2020 | | M | | 13501 | A | (1) | 39287 | D | |
Common Stock | | | | | | | | 100 | I | By Spouse |
Common Stock | | | | | | | | 25924803 (2)(3) | I | By LLC |
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 Units | (1) | 3/17/2020 | | M | | | 6626 | (4) | (4) | Common Stock | 6626 | $0.00 | 6624 | D | |
Performance Restricted Stock Units | (1) | 3/17/2020 | | M | | | 6875 | (5) | (5) | Common Stock | 6875 | $0.00 | 20625 | D | |
Options (Right to Buy) | $2.14 | 3/17/2020 | | A | | 125000 | | (6) | 3/17/2030 | Common Stock | 125000 | $0.00 | 125000 | D | |
Restricted Stock Units | (7) | 3/17/2020 | | A | | 205000 | | (8) | (8) | Common Stock | 205000 | $0.00 | 205000 | D | |
Explanation of Responses: |
(1) | Restricted stock units convert into common stock on a one-for-one basis. |
(2) | Reflects 25,785,267 shares of common stock held directly by Thorndale Farm Gogo, LLC. Thorndale Farm, Inc. is the managing member of Thorndale Farm Gogo, LLC. Mr. Thorne, as the chief executive officer of Thorndale Farm, Inc., may be deemed to have beneficial ownership of the shares of common stock held by Thorndale Farm, Inc. Mr. Thorne disclaims beneficial ownership of such shares of common stock except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that Mr. Thorne is a beneficial owner of such shares of common stock for purposes of Section 16 or for any other purpose. |
(3) | Reflects 139,536 shares of common stock held directly by OAP, LLC. As the managing member of OAP, LLC, Mr. Thorne may be deemed to have beneficial ownership of the shares of common stock held by OAP, LLC. Mr. Thorne disclaims beneficial ownership of such shares of common stock except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that Mr. Thorne is a beneficial owner of such shares of common stock for purposes of Section 16 or for any other purpose. |
(4) | On March 4, 2018, the reporting person was granted 13,250 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 6,626 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 March 4, 2020, subject to continued employment with the Company. |
(5) | On March 10, 2019, the reporting person was granted 27,500 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 6,875 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) | 75,000 of these restricted stock units will vest in four equal installments on the first four anniversaries of March 17, 2020 and 130,000 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 |
THORNE OAKLEIGH 63 FRONT STREET, P.O BOX 258 MILLBROOK, NY 12545 | X | X | President and CEO |
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Signatures
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/s/ Margee Elias, Attorney-in-Fact for Oakleigh Thorne | | 3/19/2020 |
**Signature of Reporting Person | Date |
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