0000899243-17-005226.txt : 20170224 0000899243-17-005226.hdr.sgml : 20170224 20170224160744 ACCESSION NUMBER: 0000899243-17-005226 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170222 FILED AS OF DATE: 20170224 DATE AS OF CHANGE: 20170224 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Gogo Inc. CENTRAL INDEX KEY: 0001537054 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 271650905 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 111 N. CANAL ST., SUITE 1500 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 517-5000 MAIL ADDRESS: STREET 1: 111 N. CANAL ST., SUITE 1500 CITY: CHICAGO STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THORNE OAKLEIGH CENTRAL INDEX KEY: 0001135089 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35975 FILM NUMBER: 17637207 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thorndale Farm LLC CENTRAL INDEX KEY: 0001455402 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35975 FILM NUMBER: 17637208 BUSINESS ADDRESS: STREET 1: 63 FRONT STREET CITY: MILLBROOK STATE: NY ZIP: 12545 BUSINESS PHONE: 845-605-3626 MAIL ADDRESS: STREET 1: 63 FRONT STREET CITY: MILLBROOK STATE: NY ZIP: 12545 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-02-22 0 0001537054 Gogo Inc. GOGO 0001455402 Thorndale Farm LLC 63 FRONT STREET MILLBROOK NY 12545 0 0 1 0 0001135089 THORNE OAKLEIGH 63 FRONT STREET MILLBROOK NY 12545 1 0 1 0 Common Stock 2017-02-22 4 J 0 433136 0.00 D 20936 I By Trust Common Stock 1037306 I By Trust Common Stock 14749 I By LLC Common Stock 518047 I By LLC Common Stock 712434 I By LLC Common Stock 2838551 I By Trust Common Stock 1637803 I By Trust Common Stock 453678 I By Trust Common Stock 800678 I By Trusts Common Stock 2756524 I By Trust Common Stock 639461 I By Trust Common Stock 139536 I By LLC Common Stock 21299 I By Trusts The reported disposition was effected solely in connection with the long-term estate planning of Mr. Thorne and his family. This transfer was not effected in the open market. Reflects shares held by the Bertha P. Thorne Trust Under Will dated 12/23/1970 FBO Oakleigh B. Thorne. Mr. Thorne, as a co-trustee of the foregoing trust, may be deemed to have beneficial ownership of the shares held by the trust. Mr. Thorne disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 16 or for any other purpose. Certain of the entities for which shares are reported on this report and certain other entities that hold the issuer's shares have entered into a service agreement with Thorndale Farm, L.L.C., of which Mr. Thorne is the Chief Executive Officer. As such, Thorndale Farm, L.L.C. and Mr. Thorne may be deemed to have beneficial ownership of the shares held by such entities. Thorndale Farm, L.L.C. and Mr. Thorne disclaim beneficial ownership of such shares except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that either Thorndale Farm, L.L.C. or Mr. Thorne is a beneficial owner of such shares for purposes of Section 16 or for any other purpose. Reflects shares held by the 2005 Restatement of the Oakleigh Thorne Trust dated June 23, 1997. Mr. Thorne, as trustee of the foregoing trust, may be deemed to have beneficial ownership of the shares held by the trust. Mr. Thorne disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 16 or for any other purpose. Reflects shares held by Option 1, LLC. Mr. Thorne is the managing member and Mr. Thorne's spouse is the majority member. Mr. Thorne, as the managing member of Option 1, LLC and the spouse of the majority member of Option 1, LLC, may be deemed to have beneficial ownership of the shares held by Option 1, LLC. Mr. Thorne disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 16 or for any other purpose. Reflects shares held by Thorndale Co-Investment Holdco, LLC. Mr. Thorne, as the managing member of Thorndale Co-Investment Holdco, LLC, may be deemed to have beneficial ownership of the shares held by Thorndale Co Investment Holdco, LLC. Mr. Thorne disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 16 or for any other purpose. Reflects shares held by BTIP MLI II, LLC. The manager of BTIP MLI II, LLC is Thorndale Farm, L.L.C., of which Mr. Thorne is the Chief Executive Officer. As such, Thorndale Farm, L.L.C. and Mr. Thorne may be deemed to have beneficial ownership of the shares held by BTIP MLI II, LLC. Thorndale Farm, L.L.C. and Mr. Thorne disclaim beneficial ownership of such shares except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that either Thorndale Farm, L.L.C. or Mr. Thorne is a beneficial owner of such shares for purposes of Section 16 or for any other purpose. Reflects shares held by the Oakleigh L. Thorne Trust Under Agreement FBO Oakleigh B. Thorne. Mr. Thorne, as a co-trustee of the foregoing trust, may be deemed to have beneficial ownership of the shares held by the trust. Mr. Thorne disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 16 or for any other purpose. Reflects shares held by the Oakleigh L. Thorne Trust Under Agreement dated 12/15/76. Mr. Thorne, as a co-trustee of the foregoing trust, may be deemed to have beneficial ownership of the shares held by the trust. Mr. Thorne disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 16 or for any other purpose. Reflects shares held by the Thorne GST. Mr. Thorne, as a co-trustee of the foregoing trust, may be deemed to have beneficial ownership of the shares held by the trust. Mr. Thorne disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 16 or for any other purpose. Reflects shares held by the Oakleigh B. Thorne Revocable Trust, the Oakleigh B. Thorne February 2017 3-Year Annuity Trust, the Oakleigh B. Thorne May 2015 3-Year Annuity Trust, the Oakleigh B. Thorne October 2015 2-Year Annuity Trust, the Oakleigh B. Thorne February 2016 2-Year Annuity Trust and the Oakleigh B. Thorne June 2016 3-Year Annuity Trust. Reflects shares held by the Trust Under Will of O.L. Thorne FBO Oakleigh B. Thorne. Mr. Thorne, as a co-trustee of the foregoing trust, may be deemed to have beneficial ownership of the shares held by the trust. Mr. Thorne disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 16 or for any other purpose. Reflects shares held by the Oakleigh B. Thorne Dynasty Trust 2011. Mr. Thorne, as a co-trustee of the foregoing trust, may be deemed to have beneficial ownership of the shares held by the trust. Mr. Thorne disclaim beneficial ownership of such shares except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 16 or for any other purpose. Reflects shares held by OAP, LLC. Mr. Thorne, as the managing member of OAP, LLC, may be deemed to have beneficial ownership of the shares held by OAP, LLC. Mr. Thorne disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 16 or for any other purpose. Reflects shares held by the Oakleigh Hewson Thorne 1995 Trust, of which Mr. Thorne's son is a beneficiary, and shares held by the Kathryn Fitzsimons Thorne 1997 Trust, of which Mr. Thorne's daughter is a beneficiary. Mr. Thorne, as the trustee of the foregoing trusts, may be deemed to have beneficial ownership of the shares held by the trusts. Mr. Thorne disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 16 or for any other purpose. Thorndale Farm, L.L.C. By: /s/ Oakleigh Thorne, Chief Executive Officer 2017-02-24 /s/ Oakleigh Thorne 2017-02-24