Gogo Inc. — Director's Dealing 2020

Jul 17, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Gogo Inc. (GOGO)
CIK: 0001537054
Period of Report: 2020-07-15

Reporting Person: THORNE OAKLEIGH (Director, President and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-07-15	Common Stock	A	197442	$3.28	Acquired	236729	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	100	Indirect
Common Stock	25924803	Indirect

Footnotes

F1: These shares of common stock were granted to the reporting person in lieu of the after-tax amount ($647,609.76) of the reporting person's 2019 performance year cash bonus of $1,003,991.60. In order to support actions taken by the Company and its employees to preserve liquidity following the COVID-19 outbreak, Mr. Thorne agreed on March 13, 2020 to defer the payment of his cash bonus (which would otherwise have been paid on March 20, 2020 pursuant to the Company's 2019 bonus plan that was approved by the Compensation Committee on March 29, 2019) to a future date not later than December 31, 2020. On July 15, 2020, in further support of the Company's cash preservation efforts, Mr. Thorne requested that his bonus be paid in stock rather than cash. The conversion was based on a share price of $3.28, the closing price of the Company's common stock on July 15, 2020, the date on which the Compensation Committee of the Board of Directors approved the grant.

F2: 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.

F3: 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.