SEC Form 4 · accession 0001209191-18-045121
Gogo Inc. · GOGO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sergio A. Aguirre
Officer — President, BA division
Period of report
Jul 31, 2018
Accepted (ET)
Aug 2, 2018 · 9:19 pm EDT
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | — | Jul 31, 2018 | A | 1,502 | A | — | — | Common Stock | 1,502 | 1,502 | D |
| Options (Right to Buy)F3 | $3.58 | Jul 31, 2018 | A | 10,164 | A | — | Jul 31, 2028 | Common Stock | 10,164 | 10,164 | D |
| Performance Restricted Stock UnitsF4,F5 | — | Jul 31, 2018 | A | 2,640 | A | — | — | Common Stock | 2,640 | 2,640 | D |
| Performance Options (Right to Buy)F6 | $3.58 | Jul 31, 2018 | A | 17,780 | A | — | — | Common Stock | 17,780 | 17,780 | D |
| Restricted Stock UnitsF1,F7 | — | Jul 31, 2018 | A | 16,203 | A | — | — | Common Stock | 16,203 | 16,203 | D |
Explanation of responses
- F1Each restricted stock unit represents the contingent right to receive one share of the Company's common stock or its equivalent value in cash.
- F21,502 restricted stock units were granted on July 31, 2018. 1,502 of these restricted stock units are scheduled to vest ratably in equal installments on July 31, 2019, July 31, 2020, July 31, 2021 and July 31, 2022.
- F3These options were granted on July 31, 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.
- 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 July 31, 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 July 31, 2018 equals or exceeds $12 for a period of 30 consecutive trading days. Any performance restricted stock unit that has not performance vested by July 31, 2022 shall be forfeited.
- F6The 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 July 31, 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 July 31, 2018 equals or exceeds $12 for a period of 30 consecutive trading days. Any performance option that has not performance vested by July 31, 2022 shall be forfeited.
- F716,203 restricted stock units were granted on July 31, 2018. 16,203 of these restricted stock units are scheduled to fully vest on July 31, 2020.