SEC Form 4 · accession 0000899243-18-029766
Gogo Inc. · GOGO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Oakleigh Thorne
Officer — President and CEO · Director · 10% Owner
Thorndale Farm, Inc.
10% Owner
Period of report
Nov 21, 2018
Accepted (ET)
Nov 28, 2018 · 6:59 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001537054
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 6.00% Convertible Senior Notes due 2022F3,F4,F1,F2 | $6.00 | Nov 21, 2018 | P | — | A | — | May 15, 2022 | Common Stock | 1,333,334 | — | I |
Explanation of responses
- F1The 6.00% Convertible Senior Notes due 2022 become convertible on January 15, 2022 or earlier upon certain events.
- F2The 6.00% Convertible Senior Notes due 2022 are convertible into common stock at a conversion price equal to $6.00 per share of the issuer's common stock, subject to adjustment in certain events.
- F3Represent the aggregate purchase price for the 6.00% Convertible Senior Notes due 2022.
- F4Reflects 6.00% Convertible Senior Notes due 2022 held by Thorndale Farm Private Equity 2, LLC. Thorndale Farm, Inc. is the managing member of Thorndale Farm Private Equity 2, LLC and Mr. Thorne is Chief Executive Officer of Thorndale Farm, Inc. Thorndale Farm, Inc., as the managing member of Thorndale Farm Private Equity 2, LLC, and Mr. Thorne, as Chief Executive Officer of Thorndale Farm, Inc., may be deemed to have beneficial ownership of the 6.00% Convertible Senior Notes due 2022 held by Thorndale Farm Private Equity 2, LLC. Mr. Thorne and Thorndale Farm, Inc. disclaim beneficial ownership of such 6.00% Convertible Senior Notes due 2022 except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that Thorndale Form, Inc. or Mr. Thorne is the beneficial owner of such 6.00% Convertible Senior Notes due 2022 for purposes of Section 16 or for any other purpose.