Gogo Inc. — Director's Dealing 2015

Nov 19, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Gogo Inc. (GOGO)
CIK: 0001537054
Period of Report: 2015-11-17

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
2015-11-17	Common Stock	G	11704	$0.00	Disposed	807978	Indirect
2015-11-17	Common Stock	J	2773	$0.00	Acquired	810751	Indirect
2015-11-17	Common Stock	J	274787	$0.00	Acquired	2756524	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1231791	Indirect
Common Stock	973169	Indirect
Common Stock	639461	Indirect
Common Stock	736411	Indirect
Common Stock	11596425	Indirect
Common Stock	139536	Indirect
Common Stock	21299	Indirect
Common Stock	4980	Indirect

Footnotes

F1: Reflects receipt of shares in connection with a pro rata distribution from Blumenstein/Thorne Information Partners I, L.P., exempt under Rule 16a-9 and transfer of shares from Oakleigh B. Thorne 2013 2-Year Annuity Trust, exempt under Rule 16a-13.

F2: Reflects shares 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 shares for purposes of Section 16 or for any other purpose.

F3: Receipt of shares in connection with a pro rata distribution from Blumenstein/Thorne Information Partners II, L.P., exempt under Rule 16a-9.

F4: Reflects receipt of shares in connection with a pro rata distribution from Blumenstein/Thorne Information Partners I, L.P., exempt under Rule 16a-9.

F5: 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.

F6: 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, 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 shares 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 shares for purposes of Section 16 or for any other purpose.

F7: 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.

F8: 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.

F9: 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 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.

F10: Reflects transfers of shares exempt under Rule 16a-13.

F11: Reflects shares held by the Oakleigh B. Thorne November 2013 3-Year Annuity Trust, Oakleigh B. Thorne May 2014 2-Year Annuity Trust, Oakleigh B. Thorne August 2014 2-Year Annuity Trust, Oakleigh B. Thorne October 2014 2-Year Annuity Trust, Oakleigh B. Thorne May 2015 2-Year Annuity Trust, Oakleigh B. Thorne October 2015 2-Year Annuity Trust and Oakleigh Revocable Trust.

F12: Reflects shares 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 shares for purposes of Section 16 or for any other purpose.

F13: 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.

F14: Reflects shares held by the Thorne OHT 1995 Trust, of which Mr. Thorne's son is a beneficiary, and shares held by the Thorne KFT 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.

F15: 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.