SEC Form 4 · accession 0001209191-18-017362
Gogo Inc. · GOGO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Oakleigh Thorne
Officer — President and CEO · Director · 10% Owner
Period of report
Mar 4, 2018
Accepted (ET)
Mar 6, 2018 · 5:08 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Options (Right to Buy)F1 | $9.39 | Mar 4, 2018 | A | 700,000 | A | — | Mar 4, 2028 | Common Stock | 700,000 | 700,000 | D |
| Restricted Stock UnitsF2,F3 | — | Mar 4, 2018 | A | 13,250 | A | — | — | Common Stock | 13,250 | 13,250 | D |
| Options (Right to Buy)F4 | $9.39 | Mar 4, 2018 | A | 86,750 | A | — | Mar 4, 2028 | Common Stock | 86,750 | 86,750 | D |
| Performance Restricted Stock UnitsF5,F6 | — | Mar 4, 2018 | A | 13,250 | A | — | — | Common Stock | 13,250 | 13,250 | D |
| Performance Options (Right to Buy)F7 | $9.39 | Mar 4, 2018 | A | 86,750 | A | — | Mar 4, 2028 | Common Stock | 86,750 | 86,750 | D |
Explanation of responses
- F1These options were granted on March 4, 2018 and are scheduled to vest as follows: (i) 25% of the options vest on the first anniversary of the grant date and (ii) the remaining 75% of the options vest in equal monthly installments on the three year period beginning immediately following the first anniversary of the grant date, in each case, subject to continued employment with the Company.
- F2Each restricted stock unit represents the contingent right to receive one share of the Company's common stock or its equivalent value in cash.
- F3These restricted stock units vest in four equal installments on the first four anniversaries of March 4, 2018, subject to continued employment with the Company.
- F4These options were granted on March 4, 2018 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.
- F5Each performance restricted stock unit represents the contingent right to receive one share of the Company's common stock or its equivalent value in cash.
- F6The 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 4, 2018 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 4, 2018 equals or exceeds $25 for a period of 30 consecutive trading days. Any performance restricted stock unit that has not performance vested by March 4, 2022 shall be forfeited.
- 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 March 4, 2018 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 4, 2018 equals or exceeds $25 for a period of 30 consecutive trading days. Any performance option that has not performance vested by March 4, 2022 shall be forfeited.