SEC Form 4 · accession 0001209191-17-021140
Gogo Inc. · GOGO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Small
Officer — President and CEO · Director
Period of report
Mar 14, 2017
Accepted (ET)
Mar 16, 2017 · 5:14 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 | Mar 14, 2017 | A | 10,000 | $0.00 | A | 304,832 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Options (Right to Buy)F2 | $11.96 | Mar 14, 2017 | A | 100,000 | A | — | Mar 14, 2027 | Common Stock | 100,000 | 100,000 | D |
| Performance Options (Right to Buy)F3 | $11.96 | Mar 14, 2017 | A | 81,870 | A | — | Mar 14, 2027 | Common Stock | 81,870 | 81,870 | D |
| Performance Restricted Stock UnitsF4,F5 | — | Mar 14, 2017 | A | 10,430 | A | — | — | Common Stock | 10,430 | 10,430 | D |
Explanation of responses
- F1Includes restricted shares.
- F2These options were granted on March 14, 2017 and are scheduled to vest and become exercisable in four equal annual installments on the first four anniversaries of the grant date, subject to continued employment with the Company.
- F3The 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 March 14, 2017 and (ii) the performance options performance vest at such time, if any, as the per share closing price of Gogo common stock on the NASDAQ market during the period beginning on the grant date and ending on the fourth anniversary of March 14, 2017 equals or exceeds $25 for a period of 30 consecutive trading days. Any performance option that has not performance vested by March 14, 2021 shall be forfeited.
- F4Each performance restricted stock unit represents the contingent right to receive one share of the Company's common stock or its equivalent value in cash.
- 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 March 14, 2017 and (ii) the performance restricted stock units performance vest at such time, if any, as the per share closing price of Gogo common stock on the NASDAQ market during the period beginning on the grant date and ending on the fourth anniversary of March 14, 2017 equals or exceeds $25 for a period of 30 consecutive trading days. Any performance restricted stock unit that has not performance vested by March 14, 2021 shall be forfeited.