Gogo Inc. — Director's Dealing 2013

Jun 28, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Gogo Inc. (GOGO)
CIK: 0001537054
Period of Report: 2013-06-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-26	Common Stock	C	163007.53	$8.50	Acquired	304816.49	Indirect
2013-06-26	Common Stock	C	38618.63	$9.7087	Acquired	343435.12	Indirect
2013-06-26	Common Stock	C	270326.53	$9.7087	Acquired	613761.65	Indirect
2013-06-26	Common Stock	C	618031.67	$10.4369	Acquired	1231793.31	Indirect
2013-06-26	Common Stock	D	1.31	$17.00	Disposed	1231792	Indirect
2013-06-26	Common Stock	C	702842.87	$8.50	Acquired	702842.87	Indirect
2013-06-26	Common Stock	C	270326.53	$9.7087	Acquired	973169.39	Indirect
2013-06-26	Common Stock	D	0.39	$17	Disposed	973169	Indirect
2013-06-26	Common Stock	C	407518.83	$8.50	Acquired	407518.83	Indirect
2013-06-26	Common Stock	C	231943.70	$9.7087	Acquired	639462.54	Indirect
2013-06-26	Common Stock	D	0.54	$17.00	Disposed	639462	Indirect
2013-06-26	Common Stock	C	1995577.66	$10.4369	Acquired	2457745.77	Indirect
2013-06-26	Common Stock	D	0.77	$17.00	Disposed	2457745	Indirect
2013-06-26	Common Stock	C	381784.47	$8.50	Acquired	469334.47	Indirect
2013-06-26	Common Stock	C	147377.29	$9.7087	Acquired	616711.76	Indirect
2013-06-26	Common Stock	C	87243.42	$9.7087	Acquired	703955.18	Indirect
2013-06-26	Common Stock	C	361939.83	$10.4369	Acquired	1065895.01	Indirect
2013-06-26	Common Stock	D	1.01	$17.00	Disposed	1065894	Indirect
2013-06-26	Common Stock	C	93113.80	$9.7087	Acquired	93113.80	Indirect
2013-06-26	Common Stock	C	597169.17	$9.7087	Acquired	690282.97	Indirect
2013-06-26	Common Stock	D	1.97	$17.00	Disposed	690281	Indirect
2013-06-26	Common Stock	C	11596426.56	$9.7087	Acquired	11596426.56	Indirect
2013-06-26	Common Stock	D	1.56	$17.00	Disposed	11596425	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-06-26	Class A Senior Convertible Preferred Stock	$8.50	C	120	Disposed		Common Stock (163007.53)	Indirect
2013-06-26	Class A Senior Convertible Preferred Stock	$9.7087	C	33.30	Disposed		Common Stock (38618.63)	Indirect
2013-06-26	Class B Senior Convertible Preferred Stock	$9.7087	C	213.21	Disposed		Common Stock (270326.53)	Indirect
2013-06-26	Junior Convertible Preferred Stock	$10.4369	C	645.13	Disposed		Common Stock (618031.67)	Indirect
2013-06-26	Class A Senior Convertible Preferred Stock	$8.50	C	500	Disposed		Common Stock (702842.87)	Indirect
2013-06-26	Class B Senior Convertible Preferred Stock	$9.7087	C	213.21	Disposed		Common Stock (270326.53)	Indirect
2013-06-26	Class A Senior Convertible Preferred Stock	$8.50	C	300	Disposed		Common Stock (407518.83)	Indirect
2013-06-26	Class A Senior Convertible Preferred Stock	$9.7087	C	200	Disposed		Common Stock (231943.70)	Indirect
2013-06-26	Junior Convertible Preferred Stock	$10.4369	C	2083.07	Disposed		Common Stock (1995577.66)	Indirect
2013-06-26	Class A Senior Convertible Preferred Stock	$8.50	C	281.06	Disposed		Common Stock (381784.47)	Indirect
2013-06-26	Class A Senior Convertible Preferred Stock	$9.7087	C	127.08	Disposed		Common Stock (147377.29)	Indirect
2013-06-26	Class B Senior Convertible Preferred Stock	$9.7087	C	68.81	Disposed		Common Stock (87243.42)	Indirect
2013-06-26	Junior Convertible Preferred Stock	$10.4369	C	377.81	Disposed		Common Stock (361939.83)	Indirect
2013-06-26	Class A Senior Convertible Preferred Stock	$9.7087	C	80.29	Disposed		Common Stock (93113.80)	Indirect
2013-06-26	Class B Senior Convertible Preferred Stock	$9.7087	C	471	Disposed		Common Stock (597169.17)	Indirect
2013-06-26	Class B Senior Convertible Preferred Stock	$9.7087	C	9146.35	Disposed		Common Stock (11596426.56)	Indirect

Footnotes

F1: Reflects securities 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 CEO. 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: 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.

F3: Reflects mandatory conversion of Class A Senior Convertible Preferred Stock into shares of common stock upon consummation of the issuer's initial public offering. The shares converted into a number of shares of common stock equal to (i) the applicable stated capital of each share of Class A Senior Convertible Preferred Stock multiplied by (ii) 2 and divided by (iii) $17.00, the IPO price. The Class A Senior Convertible Preferred Stock was entitled to dividends accrued through the consummation of the issuer's initial public offering, which have been satisfied by increasing the applicable stated capital and other adjustments. Shares issued on conversion reflect accrued dividends added to stated capital. Fractional shares of common stock are settled in cash. The shares of Class A Senior Convertible Preferred Stock were convertible upon issuance and had no expiration date.

F4: Each share of Class A Senior Convertible Preferred Stock issued on June 30, 2011 mandatorily converted to shares of common stock upon consummation of the issuer's initial public offering. The shares converted into a number of shares of common stock equal to the applicable stated capital of each share Class A Senior Convertible Preferred Stock divided by the Conversion Price. The Class A Senior Convertible Preferred Stock was entitled to dividends accrued through the consummation of the issuer's initial public offering, which have been satisfied by increasing the applicable stated capital. Shares issued on conversion reflect accrued dividends added to stated capital. Fractional shares of common stock are settled in cash. The shares of Class A Senior Convertible Preferred Stock were convertible upon issuance and had no expiration date.

F5: Each share of Class B Senior Convertible Preferred Stock mandatorily converted to 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 upon consummation of the issuer's initial public offering. The Class B Senior Convertible Preferred Stock was entitled to dividends accrued through the consummation of the issuer's initial public offering, which have been satisfied by increasing the applicable stated capital. Shares issued on conversion reflects accrued dividends added to stated capital. Fractional shares of common stock are settled in cash. The shares of Class B Senior Convertible Preferred Stock were convertible upon issuance and had no expiration date.

F6: Each share of Junior Convertible Preferred Stock mandatorily converted to shares of common stock equal to the applicable stated capital of each share of Junior Convertible Preferred Stock divided by the Conversion Price upon consummation of the issuer's initial public offering. The Junior Convertible Preferred Stock was entitled to dividends accrued through the consummation of the issuer's initial public offering, which have been satisfied by increasing the applicable stated capital. Shares issued on conversion reflects accrued dividends added to stated capital. Fractional shares of common stock are settled in cash. The shares of Junior Convertible Preferred Stock were convertible upon issuance and had no expiration date.

F7: Reflects securities 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.

F8: Reflects securities 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 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 securities 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 securities for purposes of Section 16 or for any other purpose.

F10: Reflects securities held by the Oakleigh B. Thorne 2011 3 Year Annuity Trust and the 2005 Restatement of the Oakleigh Thorne Trust dated June 23, 1997. 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 securities for purposes of Section 16 or for any other purpose.

F11: Reflects securities 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 securities held by the Oakleigh B. Thorne May 2012 2-Year Annuity Trust and the Oakleigh B. Thorne 2013 2-Year Annuity Trust.

F13: Reflects securities held by the Oakleigh B. Thorne 2013 2-Year Annuity Trust, Oakleigh B. Thorne 2012 2-Year Annuity Trust, and Oakleigh B. Thorne September 2012 2-Year Annuity Trust.

F14: 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.

F15: Reflects securities held by the Oakleigh B. Thorne May 2012 2-Year Annuity Trust, Oakleigh B. Thorne 2013 2-Year Annuity Trust, Oakleigh B. Thorne 2012 2-Year Annuity Trust, and Oakleigh B. Thorne September 2012 2-Year Annuity Trust.

F16: Represents fractional shares of common stock settled in cash.