SEC Form 4 · accession 0000899243-17-023280
Gogo Inc. · GOGO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Oct 1, 2017
Accepted (ET)
Oct 3, 2017 · 4:17 pm EDT
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 StockF1,F2 | holding | — | — | — | 25,450,823 | I | By LLC | |
| Common StockF3 | holding | — | — | — | 139,536 | I | By LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This form is not being filed to report a sale or other transaction, but for informational purposes only. On October 1, 2017, in connection with the long-term estate planning of Oakleigh Thorne and his family, certain trusts and other entities affiliated with Oakleigh Thorne and Thorndale Farm, L.L.C. contributed their directly held shares of common stock to a newly created entity, Thorndale Farm Gogo, LLC, in exchange for a pro rata share of the equity interests in Thorndale Farm Gogo, LLC. As a result, Thorndale Farm, L.L.C. no longer may be deemed to have beneficial ownership over any shares of common stock.
- F2Reflects 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 Gogo, 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.
- F3Reflects shares of common stock held directly by OAP, LLC. Mr. Thorne, as the managing member of OAP, LLC, 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.