SEC Form 4 · accession 0001209191-19-019036
Gogo Inc. · GOGO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Barry L Rowan
Officer — EVP and CFO
Period of report
Mar 10, 2019
Accepted (ET)
Mar 12, 2019 · 8:29 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 | — | Mar 10, 2019 | A | 35,050 | A | — | — | Common Stock | 35,050 | 35,050 | D |
| Options (Right to Buy)F3 | $4.57 | Mar 10, 2019 | A | 60,550 | A | — | Mar 10, 2029 | Common Stock | 60,550 | 60,550 | D |
| Performance Restricted Stock UnitsF4,F5 | — | Mar 10, 2019 | A | 11,700 | A | — | — | Common Stock | 11,700 | 11,700 | D |
| Performance Options (Right to Buy)F6 | $4.57 | Mar 10, 2019 | A | 20,200 | A | — | Mar 10, 2029 | Common Stock | 20,200 | 20,200 | D |
| Options (Right to Buy)F7 | $4.57 | Mar 10, 2019 | A | 50,000 | A | — | Mar 10, 2029 | Common Stock | 50,000 | 50,000 | D |
| Restricted Stock UnitsF1,F8 | — | Mar 10, 2019 | A | 50,000 | A | — | — | Common Stock | 50,000 | 50,000 | 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.
- F2These restricted stock units vest in four equal installments on the first four anniversaries of March 10, 2019, subject to continued employment with the Company.
- F3These options were granted on March 10, 2019 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 March 10, 2019 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 10, 2019 equals or exceeds $6.50 for a period of 30 consecutive trading days. Any performance restricted stock unit that has not performance vested by March 10, 2023 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 March 10, 2019 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 10, 2019 equals or exceeds $6.50 for a period of 30 consecutive trading days. Any performance option that has not performance vested by March 10, 2023 shall be forfeited.
- F7These options were granted on March 10, 2019. 50% of these options are scheduled to vest on December 31, 2020 and the remaining 50% are scheduled to vest on December 31, 2021.
- F8These restricted stock units were granted on March 10, 2019. 50% of these restricted stock units are scheduled to vest on December 31, 2020 and the remaining 50% are scheduled to vest on December 31, 2021.