SEC Form 5 · accession 0001181431-15-002064
Gogo Inc. · GOGO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 31, 2014
Accepted (ET)
Feb 6, 2015 · 1:55 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 StockF1,F2,F3 | Oct 23, 2014 | G | 36,594 | $0.00 | D | 0 | I | By Trust |
| Common StockF4 | Dec 18, 2014 | G | 6,150 | $0.00 | D | 814,886 | I | By Trust |
| Common StockF3,F5 | holding | — | — | — | 1,231,791 | I | By Trust | |
| Common StockF3,F6 | holding | — | — | — | 973,169 | I | By Trust | |
| Common StockF3,F7 | holding | — | — | — | 639,461 | I | By Trust | |
| Common StockF3,F8 | holding | — | — | — | 2,457,745 | I | By Trust | |
| Common StockF3,F9 | holding | — | — | — | 748,399 | I | By Trusts | |
| Common StockF3,F10 | holding | — | — | — | 11,596,425 | I | By LLCs | |
| Common StockF3,F11 | holding | — | — | — | 139,536 | I | By LLC | |
| Common StockF3,F12 | holding | — | — | — | 21,299 | I | By Trusts |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents the mandatory transfer at the end of the annuity period of the remaining shares held by the Oakleigh B. Thorne September 2012 2-Year Annuity Trust to certain members of, and trusts for the benefit of certain members of, Mr. Thorne's family.
- F10Reflects shares held by TACA Thorne LLC and TACA II Thorne LLC, the sole managing member of both of which is OTAC (Thorne) LLC. Mr. Thorne, as the manager and sole member of OTAC (Thorne) LLC, may be deemed to have beneficial ownership of the shares held by TACA Thorne LLC and TACA II Thorne 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.
- F11Reflects shares of common stock 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.
- F12Reflects shares held by the Thorne OHT 1995 Trust, of which Mr. Thorne's son is a beneficiary, and shares held by the Thorne KFT 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.
- F2End of year holdings reflects transfers from the Oakleigh B. Thorne September 2012 2-Year Annuity Trust to the Oakleigh B. Thorne October 2014 2-Year Annuity Trust and to the 2005 Restatement of the Oakleigh Thorne Trust dated June 23, 1997, each exempt under Rule 16a-13.
- 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, LLC, of which Mr. Thorne is the Chief Executive Officer. As such, Thorndale Farm, LLC and Mr. Thorne may be deemed to have beneficial ownership of the shares held by such entities. Thorndale Farm, LLC 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, LLC 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 the 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. End of year holdings also reflects a transfer from the Oakleigh B. Thorne September 2012 2-Year Annuity Trust to the 2005 Restatement of the Oakleigh Thorne Trust dated June 23, 1997, exempt under Rule 16a-13.
- F5Reflects 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.
- F6Reflects 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.
- F7Reflects 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 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.
- F8Reflects 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.
- F9Reflects shares held by the Oakleigh B. Thorne 2013 2-Year Annuity Trust, Oakleigh B. Thorne November 2013 3-Year Annuity Trust, Oakleigh B. Thorne May 2014 2-Year Annuity Trust, Oakleigh B. Thorne August 2014 2-Year Annuity Trust and Oakleigh B. Thorne October 2014 2-Year Annuity Trust. End of year holdings also reflects a transfer from the Oakleigh B. Thorne September 2012 2-Year Annuity Trust to the Oakleigh B. Thorne October 2014 2-Year Annuity Trust, exempt under Rule 16a-13.