SEC Form 4 · accession 0000899243-17-005226
Gogo Inc. · GOGO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Feb 22, 2017
Accepted (ET)
Feb 24, 2017 · 4:07 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001537054
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3 | Feb 22, 2017 | J | 433,136 | $0.00 | D | 20,936 | I | By Trust |
| Common StockF3,F4 | holding | — | — | — | 1,037,306 | I | By Trust | |
| Common StockF3,F5 | holding | — | — | — | 14,749 | I | By LLC | |
| Common StockF3,F6 | holding | — | — | — | 518,047 | I | By LLC | |
| Common StockF3,F7 | holding | — | — | — | 712,434 | I | By LLC | |
| Common StockF3,F8 | holding | — | — | — | 2,838,551 | I | By Trust | |
| Common StockF3,F9 | holding | — | — | — | 1,637,803 | I | By Trust | |
| Common StockF3,F10 | holding | — | — | — | 453,678 | I | By Trust | |
| Common StockF3,F11 | holding | — | — | — | 800,678 | I | By Trusts | |
| Common StockF3,F12 | holding | — | — | — | 2,756,524 | I | By Trust | |
| Common StockF3,F13 | holding | — | — | — | 639,461 | I | By Trust | |
| Common StockF3,F14 | holding | — | — | — | 139,536 | I | By LLC | |
| Common StockF3,F15 | holding | — | — | — | 21,299 | I | By Trusts |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The reported disposition was effected solely in connection with the long-term estate planning of Mr. Thorne and his family. This transfer was not effected in the open market.
- F10Reflects shares held by the Thorne GST. Mr. Thorne, as a co-trustee of the foregoing trust, may be deemed to have beneficial ownership of the shares held by the trust. Mr. Thorne disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.
- F11Reflects shares held by the Oakleigh B. Thorne Revocable Trust, the Oakleigh B. Thorne February 2017 3-Year Annuity Trust, the Oakleigh B. Thorne May 2015 3-Year Annuity Trust, the Oakleigh B. Thorne October 2015 2-Year Annuity Trust, the Oakleigh B. Thorne February 2016 2-Year Annuity Trust and the Oakleigh B. Thorne June 2016 3-Year Annuity Trust.
- F12Reflects shares held by the Trust Under Will of O.L. Thorne FBO Oakleigh B. Thorne. Mr. Thorne, as a co-trustee of the foregoing trust, may be deemed to have beneficial ownership of the shares held by the trust. Mr. Thorne disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.
- F13Reflects shares held by the Oakleigh B. Thorne Dynasty Trust 2011. Mr. Thorne, as a co-trustee of the foregoing trust, may be deemed to have beneficial ownership of the shares held by the trust. Mr. Thorne disclaim beneficial ownership of such shares except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.
- F14Reflects shares held by OAP, LLC. Mr. Thorne, as the managing member of OAP, LLC, may be deemed to have beneficial ownership of the shares held by OAP, LLC. Mr. Thorne disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.
- F15Reflects shares held by the Oakleigh Hewson Thorne 1995 Trust, of which Mr. Thorne's son is a beneficiary, and shares held by the Kathryn Fitzsimons Thorne 1997 Trust, of which Mr. Thorne's daughter is a beneficiary. Mr. Thorne, as the trustee of the foregoing trusts, may be deemed to have beneficial ownership of the shares held by the trusts. Mr. Thorne disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.
- F2Reflects shares held by the Bertha P. Thorne Trust Under Will dated 12/23/1970 FBO Oakleigh B. Thorne. Mr. Thorne, as a co-trustee of the foregoing trust, may be deemed to have beneficial ownership of the shares held by the trust. Mr. Thorne disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.
- F3Certain of the entities for which shares are reported on this report and certain other entities that hold the issuer's shares have entered into a service agreement with Thorndale Farm, L.L.C., of which Mr. Thorne is the Chief Executive Officer. As such, Thorndale Farm, L.L.C. and Mr. Thorne may be deemed to have beneficial ownership of the shares held by such entities. Thorndale Farm, L.L.C. and Mr. Thorne disclaim beneficial ownership of such shares except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that either Thorndale Farm, L.L.C. or Mr. Thorne is a beneficial owner of such shares for purposes of Section 16 or for any other purpose.
- F4Reflects shares held by the 2005 Restatement of the Oakleigh Thorne Trust dated June 23, 1997. Mr. Thorne, as trustee of the foregoing trust, may be deemed to have beneficial ownership of the shares held by the trust. Mr. Thorne disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.
- F5Reflects shares held by Option 1, LLC. Mr. Thorne is the managing member and Mr. Thorne's spouse is the majority member. Mr. Thorne, as the managing member of Option 1, LLC and the spouse of the majority member of Option 1, LLC, may be deemed to have beneficial ownership of the shares held by Option 1, LLC. Mr. Thorne disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.
- F6Reflects shares held by Thorndale Co-Investment Holdco, LLC. Mr. Thorne, as the managing member of Thorndale Co-Investment Holdco, LLC, may be deemed to have beneficial ownership of the shares held by Thorndale Co Investment Holdco, LLC. Mr. Thorne disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.
- F7Reflects shares held by BTIP MLI II, LLC. The manager of BTIP MLI II, LLC is Thorndale Farm, L.L.C., of which Mr. Thorne is the Chief Executive Officer. As such, Thorndale Farm, L.L.C. and Mr. Thorne may be deemed to have beneficial ownership of the shares held by BTIP MLI II, LLC. Thorndale Farm, L.L.C. and Mr. Thorne disclaim beneficial ownership of such shares except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that either Thorndale Farm, L.L.C. or Mr. Thorne is a beneficial owner of such shares for purposes of Section 16 or for any other purpose.
- F8Reflects shares held by the Oakleigh L. Thorne Trust Under Agreement FBO Oakleigh B. Thorne. Mr. Thorne, as a co-trustee of the foregoing trust, may be deemed to have beneficial ownership of the shares held by the trust. Mr. Thorne disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.
- F9Reflects shares held by the Oakleigh L. Thorne Trust Under Agreement dated 12/15/76. Mr. Thorne, as a co-trustee of the foregoing trust, may be deemed to have beneficial ownership of the shares held by the trust. Mr. Thorne disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.