SEC Form 4 · accession 0001209191-19-017587
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, 2019
Accepted (ET)
Mar 6, 2019 · 8:54 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 | Mar 4, 2019 | M | 3,313 | — | A | 3,313 | D | |
| Common Stock | Mar 4, 2019 | F | 1,465 | $4.53 | D | 1,848 | D | |
| Common StockF2,F3 | holding | — | — | — | 25,924,803 | I | By LLC |
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,F4 | — | Mar 4, 2019 | M | 3,313 | D | — | — | Common Stock | 3,313 | 9,937 | D |
Explanation of responses
- F1Restricted stock units convert into common stock on a one-for-one basis.
- F2Reflects 25,785,267 shares of common stock held directly by Thorndale Farm Gogo, LLC. Thorndale Farm, Inc. is the managing member of Thorndale Farm Gogo, LLC. Mr. Thorne, as the chief executive officer of Thorndale Farm, Inc., may be deemed to have beneficial ownership of the shares of common stock held by Thorndale Farm, Inc. Mr. Thorne disclaims beneficial ownership of such shares of common stock except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that Mr. Thorne is a beneficial owner of such shares of common stock for purposes of Section 16 or for any other purpose.
- F3Reflects 139,536 shares of common stock held directly by OAP, LLC. As the managing member of OAP, LLC, Mr. Thorne may be deemed to have beneficial ownership of the shares of common stock held by OAP, LLC. Mr. Thorne disclaims beneficial ownerships of such shares of common stock except to the extent of any pecuniary interest and this report shall not be deemed an admission that Mr. Thorne is a beneficial owner of such shares of common stock for purposes of Section 16 or for any other purpose.
- F4On March 4, 2018, the reporting person was granted 13,250 restricted stock units, vesting in four equal annual installments on the first four anniversaries of March 4, 2018.