SEC Form 4 · accession 0001209191-16-129818
Gogo Inc. · GOGO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Karen Jackson
Officer — SVP, Human Resources
Period of report
Jun 24, 2016
Accepted (ET)
Jun 28, 2016 · 12:06 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 | Jun 24, 2016 | A | 3,900 | $0.00 | A | 10,293 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Restricted Stock UnitsF3,F4 | — | Jun 24, 2016 | A | 408 | A | — | — | Common Stock | 408 | 408 | D |
| Performance Restricted Stock UnitsF3,F5 | — | Jun 24, 2016 | A | 792 | A | — | — | Common Stock | 792 | 792 | D |
| Options (Right to Buy)F6 | $8.37 | Jun 24, 2016 | A | 30,600 | A | — | Jun 24, 2026 | Common Stock | 30,600 | 30,600 | D |
| Performance Options (Right to Buy)F7 | $8.37 | Jun 24, 2016 | A | 3,264 | A | — | Jun 24, 2026 | Common Stock | 3,264 | 3,264 | D |
| Performance Options (Right to Buy)F8 | $8.37 | Jun 24, 2016 | A | 6,336 | A | — | Jun 24, 2026 | Common Stock | 6,336 | 6,336 | D |
Explanation of responses
- F1Includes restricted shares.
- F2Includes 1,768 shares acquired under Gogo Inc.'s employee stock purchase plan in transactions that were exempt under Rule 16b-3(c)
- F3Each performance restricted stock unit represents the contingent right to receive one share of the Company's common stock or its equivalent value in cash.
- F4The performance restricted stock units vest and are settled when they have both time vested and performance vested as follows: (i) the performance restricted stock units time vest in equal annual installments on the first four anniversaries of May 26, 2016 (subject to continued employment with the Company) and (ii) the performance restricted stock units performance vest at such time, if any, as the per share closing price of the Company's common stock on the NASDAQ market during the period beginning on the grant date and ending on the fourth year anniversary of May 26, 2016 equals or exceeds $21 for a period of 30 consecutive trading days. Any performance restricted stock unit that has not performance vested by May 26, 2020 shall be forfeited.
- F5The performance restricted stock units vest and are settled when they have both time vested and performance vested as follows: (i) the performance restricted stock units time vest in equal annual installments on the first four anniversaries of May 26, 2016 (subject to continued employment with the Company) and (ii) the performance restricted stock units performance vest at such time, if any, as the per share closing price of the Company's common stock on the NASDAQ market during the period beginning on the grant date and ending on the fourth anniversary of May 26, 2016 equals or exceeds $28 for a period of 30 consecutive trading days. Any performance restricted stock unit that has not performance vested by May 26, 2020 shall be forfeited.
- F6These options were granted on June 24, 2016 and are scheduled to vest and become exercisable in four equal annual installments on the first four anniversaries of May 26, 2016, subject to continued employment with the Company.
- F7The performance options vest and become exercisable when they have both time vested and performance vested as follows: (i) the performance options time vest in equal annual installments on the first four anniversaries of May 26, 2016 (subject to continued employment with the Company) and (ii) the performance options performance vest at such time, if any, as the per share closing price of the Company's common stock on the NASDAQ market during the period beginning on the grant date and ending on the fourth anniversary of May 26, 2016 equals or exceeds $21 for a period of 30 consecutive trading days. Any performance option that has not performance vested by May 26, 2020 shall be forfeited.
- F8The performance options vest and become exercisable when they have both time vested and performance vested as follows: (i) the performance options time vest in equal annual installments on the first four anniversaries of May 26, 2016 (subject to continued employment with the Company) and (ii) the performance options performance vest at such time, if any, as the per share closing price of the Company's common stock on the NASDAQ market during the period beginning on the grant date and ending on the fourth anniversary of May 26, 2016 equals or exceeds $28 for a period of 30 consecutive trading days. Any performance option that has not performance vested by May 26, 2020 shall be forfeited.