Gogo Inc. — Director's Dealing 2020

Mar 19, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Gogo Inc. (GOGO)
CIK: 0001537054
Period of Report: 2020-03-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-17	Common Stock	M	13501	—	Acquired	39287	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-17	Performance Restricted Stock Units	$	M	6626	Disposed		Common Stock (6626)	Direct
2020-03-17	Performance Restricted Stock Units	$	M	6875	Disposed		Common Stock (6875)	Direct
2020-03-17	Options (Right to Buy)	$2.14	A	125000	Acquired	2030-03-17	Common Stock (125000)	Direct
2020-03-17	Restricted Stock Units	$	A	205000	Acquired		Common Stock (205000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	100	Indirect
Common Stock	25924803	Indirect

Footnotes

F1: Restricted stock units convert into common stock on a one-for-one basis.

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.

F4: 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.

F5: 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.

F6: 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.

F7: Each restricted stock unit represents the contingent right to receive one share of the Company's common stock or its equivalent value in cash.

F8: 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.