Gogo Inc. — Director's Dealing 2021

Mar 12, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Gogo Inc. (GOGO)
CIK: 0001537054
Period of Report: 2021-03-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-10	Common Stock	M	27500	—	Acquired	268579	Direct
2021-03-10	Common Stock	F	9387	$12.52	Disposed	259192	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-10	Restricted Stock Units	$	M	20625	Disposed		Common Stock (20625)	Direct
2021-03-10	Performance Restricted Stock Units	$	M	6875	Disposed		Common Stock (6875)	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: Shares of common stock netted out to pay tax liability associated with vesting.

F3: 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.

F4: 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.

F5: On March 10, 2019, the reporting person was granted 82,500 restricted stock units, vesting in four equal annual installments on the first four anniversaries of March 10, 2019, subject to continued employment with the Company.

F6: Following the elimination of the performance conditions for these options by the Compensation Committee of the Company, these options provided for vesting in four annual installments beginning on the first anniversary of March 10, 2019, subject to continued employment with the Company.