Gogo Inc. — Director's Dealing 2013

Jun 20, 2013

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Gogo Inc. (GOGO)
CIK: 0001537054
Period of Report: 2013-06-20

Reporting Person: THORNE OAKLEIGH (Director, 10% Owner)
Reporting Person: Thorndale Farm LLC (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	141808.96	Indirect
Common Stock	462168.11	Indirect
Common Stock	87550	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A Senior Convertible Preferred Stock	$		Common Stock (181152.95)		Indirect
Class B Senior Convertible Preferred Stock	$9.7087		Common Stock (270060.02)		Indirect
Junior Convertible Preferred Stock	$10.4369		Common Stock (618031.67)		Indirect
Class A Senior Convertible Preferred Stock	$		Common Stock (1202878.32)		Indirect
Class B Senior Convertible Preferred Stock	$9.7087		Common Stock (270060.02)		Indirect
Junior Convertible Preferred Stock	$10.4369		Common Stock (1995577.66)		Indirect
Class A Senior Convertible Preferred Stock	$		Common Stock (481154.77)		Indirect
Class B Senior Convertible Preferred Stock	$9.7087		Common Stock (87157.41)		Indirect
Junior Convertible Preferred Stock	$10.4369		Common Stock (361939.83)		Indirect
Class A Senior Convertible Preferred Stock	$		Common Stock (93022)		Indirect
Class B Senior Convertible Preferred Stock	$9.7087		Common Stock (596580.44)		Indirect
Class B Senior Convertible Preferred Stock	$9.7087		Common Stock (11584994)		Indirect

Footnotes

F1: These securities are held by the Oakleigh L. Thorne Trust Under Agreement dated 12/15/76. Mr. Thorne is a co-trustee of the foregoing trust and the trust has entered into a service agreement with Thorndale Farm, LLC, of which Mr. Thorne is the Chief Executive Officer. As such, Mr. Thorne 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 securities for purposes of Section 16 or for any other purpose.

F2: Fractional common shares will be settled in cash at fair market value upon consummation of the issuer's initial public offering.

F3: Includes 153.3 shares of Class A Senior Convertible Preferred Stock, of which 120 shares were issued on January 28, 2011 and 33.3 shares were issued on June 30, 2011. The shares of Class A Senior Convertible Preferred Stock were convertible upon issuance.

F4: Each share of Class A Senior Convertible Preferred Stock (including fractional shares) is convertible into a number of shares of common stock equal to the applicable stated capital of each share of Class A Senior Convertible Preferred Stock divided by the Conversion Price of 9.7087. The Class A Senior Convertible Preferred Stock is entitled to quarterly dividends, which have been satisfied by increasing the applicable stated capital. The shares of Class A Senior Convertible Preferred Stock have no expiration date.

F5: The shares issued prior to June 30, 2011 are mandatorily convertible upon consummation of the issuer's initial public offering into a number of shares of common stock equal to (i) the applicable stated capital of each share Class A Senior Convertible Preferred Stock multiplied by (ii) 2 and divided by (iii) 103 times the initial price per share of common stock sold in the offering. The shares issued on June 30, 2011 are mandatorily convertible upon consummation of the issuer's initial public offering into a number of shares of common stock equal to (i) the applicable stated capital of each share Class A Senior Convertible Preferred Stock multiplied by (ii) 1.67 and divided by (iii) 103 times the initial price per share of common stock sold in the offering. Fractional common shares will be settled in cash at fair market value.

F6: Each share of Class B Senior Convertible Preferred Stock (including fractional shares) is convertible into a number of shares of common stock equal to the applicable stated capital of each share of Class B Senior Convertible Preferred Stock divided by the Conversion Price. The Class B Senior Convertible Preferred Stock is entitled to quarterly dividends, which have been satisfied by increasing the applicable stated capital. The shares of Class B Senior Convertible Preferred Stock have no expiration date. The shares are mandatorily convertible upon consummation of the issuer's initial public offering. Fractional common shares will be settled in cash at fair market value. The shares of Class B Senior Convertible Preferred Stock were convertible upon issuance.

F7: Each share of Junior Convertible Preferred Stock (including fractional shares) is convertible into a number of shares of common stock equal to the applicable stated capital of each share of Junior Convertible Preferred Stock divided by the Conversion Price. The shares of Junior Convertible Preferred Stock have no expiration date. The shares are mandatorily convertible upon consummation of the issuer's initial public offering. Fractional common shares will be settled in cash at fair market value. The shares of Junior Convertible Preferred Stock were convertible upon issuance.

F8: These securities are held by the Trust Under Will of O.L. Thorne FBO Oakleigh B. Thorne. Mr. Thorne, as the 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 securities for purposes of Section 16 or for any other purpose.

F9: Reflects 500 shares of Class A Senior Convertible Preferred Stock held by the Oakleigh L. Thorne Trust Under Agreement FBO Oakleigh B. Thorne, which were issued on July 1, 2010, and 500 shares of Class A Senior Convertible Preferred Stock held by the Oakleigh B. Thorne Dynasty Trust 2011, of which 300 shares were issued on January 28, 2011 and 200 shares were issued on June 30, 2011. The shares of Class A Senior Convertible Preferred Stock were convertible upon issuance. Mr. Thorne, as a co-trustee of each 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 securities for purposes of Section 16 or for any other purpose.

F10: These shares of Class B Senior Convertible Preferred Stock are 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 securities for purposes of Section 16 or for any other purpose.

F11: These securities are held by the 2005 Restatement of the Oakleigh Thorne Trust dated June 23, 1997. Mr. Thorne, as the 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 securities for purposes of Section 16 or for any other purpose.

F12: Reflects 238.14 shares of Class A Senior Convertible Preferred Stock held by the Oakleigh B. Thorne 2011 3 Year Annuity Trust, of which 191.06 shares were issued on January 28, 2011 and 47.08 shares were issued on June 30, 2011, and 170 shares of Class A Senior Convertible Preferred Stock held by the 2005 Restatement of the Oakleigh Thorne Trust dated June 23, 1997, of which 90 shares were issued on January 28, 2011 and 80 shares were issued on June 30, 2011. The shares of Class A Senior Convertible Preferred Stock were convertible upon issuance. Mr. Thorne, as the trustee of each of the foregoing trusts, may be deemed to have beneficial ownership of the shares held by such 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 securities for purposes of Section 16 or for any other purpose.

F13: Reflects shares of Class B Senior Convertible Preferred Stock held by TACA Thorne LLC and TACA II Thorne LLC, the sole managing member of both of which is OTAC (Thorne) LLC. Mr. Thorne, as the manager and sole member of OTAC (Thorne) LLC, may be deemed to have beneficial ownership of the shares held by TACA Thorne LLC and TACA II Thorne 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 securities for purposes of Section 16 or for any other purpose.

F14: Reflects 45.45 shares of Class A Senior Convertible Preferred Stock held by the Oakleigh B. Thorne May 2012 2-Year Annuity Trust, and 34.84 shares of Class A Senior Convertible Preferred Stock held by the Oakleigh B. Thorne 2013 2-Year Annuity Trust, which, in each case, were issued on June 30, 2011. The shares of Class A Senior Convertible Preferred Stock were convertible upon issuance. The shares are mandatorily convertible upon consummation of the issuer's initial public offering into a number of shares of common stock equal to (i) the applicable stated capital of each share Class A Senior Convertible Preferred Stock multiplied by (ii) 1.67 and divided by (iii) 103 times the initial price per share of common stock sold in the offering. Fractional common shares will be settled in cash at fair market value.

F15: Reflects 151.10 shares of Class B Senior Convertible Preferred Stock held by the Oakleigh B. Thorne 2012 2-Year Annuity Trust, 228 shares of Class B Senior Convertible Preferred Stock held by Oakleigh B. Thorne September 2012 2-Year Annuity Trust and 91.90 shares of Class B Senior Convertible Preferred Stock held by the Oakleigh B. Thorne 2013 2-Year Annuity Trust.

F16: Certain of the entities for which securities are reported on this report and certain other entities that hold the issuer's securities have entered into a service agreement with Thorndale Farm, LLC, of which Mr. Thorne is the Chief Executive Officer. As such, Thorndale Farm, LLC and Mr. Thorne may be deemed to have beneficial ownership of the shares held by such entities. Thorndale Farm, LLC and Mr. Thorne disclaim beneficial ownership of such securities except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that either Thorndale Farm, LLC or Mr. Thorne is a beneficial owner of such securities for purposes of Section 16 or for any other purpose.