0001209191-20-020212.txt : 20200319 0001209191-20-020212.hdr.sgml : 20200319 20200319125611 ACCESSION NUMBER: 0001209191-20-020212 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200317 FILED AS OF DATE: 20200319 DATE AS OF CHANGE: 20200319 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: 20727494 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-03-17 0 0001537054 Gogo Inc. GOGO 0001135089 THORNE OAKLEIGH 63 FRONT STREET, P.O BOX 258 MILLBROOK NY 12545 1 1 1 0 President and CEO Common Stock 2020-03-17 4 M 0 13501 A 39287 D Common Stock 100 I By Spouse Common Stock 25924803 I By LLC Performance Restricted Stock Units 2020-03-17 4 M 0 6626 0.00 D Common Stock 6626 6624 D Performance Restricted Stock Units 2020-03-17 4 M 0 6875 0.00 D Common Stock 6875 20625 D Options (Right to Buy) 2.14 2020-03-17 4 A 0 125000 0.00 A 2030-03-17 Common Stock 125000 125000 D Restricted Stock Units 2020-03-17 4 A 0 205000 0.00 A Common Stock 205000 205000 D Restricted stock units convert into common stock on a one-for-one basis. Reflects 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. Reflects 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 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. On March 4, 2018, the reporting person was granted 13,250 performance restricted stock units which were subject to both time-based vesting and performance-based vesting. Effective March 17, 2020, the Compensation Committee of the Company eliminated the performance conditions for these restricted stock units. This modification resulted in the immediate vesting and settlement of 6,626 restricted stock units, corresponding to the portion of the award for which service-vesting dates had previously elapsed. The remaining restricted stock units will vest in two equal installments on the first two anniversaries of March 4, 2020, subject to continued employment with the Company. On March 10, 2019, the reporting person was granted 27,500 performance restricted stock units which were subject to both time-based vesting and performance-based vesting. Effective March 17, 2020, the Compensation Committee of the Company eliminated the performance conditions for these restricted stock units. This modification resulted in the immediate vesting and settlement of 6,875 restricted stock units, corresponding to the portion of the award for which service-vesting dates had previously elapsed. The remaining restricted stock units will vest in three equal installments on the first three anniversaries of March 10, 2020, subject to continued employment with the Company. These options will vest and become exercisable in four equal installments on the first four anniversaries of March 17, 2020, subject to continued employment with the Company. Each restricted stock unit represents the contingent right to receive one share of the Company's common stock or its equivalent value in cash. 75,000 of these restricted stock units will vest in four equal installments on the first four anniversaries of March 17, 2020 and 130,000 of these restricted stock units will vest on December 31, 2022, in each case, subject to continued employment with the Company. /s/ Margee Elias, Attorney-in-Fact for Oakleigh Thorne 2020-03-19