Sec Form 4 Filing - THORNE OAKLEIGH @ Gogo Inc. - 2019-03-10

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
THORNE OAKLEIGH
2. Issuer Name and Ticker or Trading Symbol
Gogo Inc. [ GOGO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
63 FRONT STREET, P.O BOX 258
3. Date of Earliest Transaction (MM/DD/YY)
03/10/2019
(Street)
MILLBROOK, NY12545
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units ( 1 ) 03/10/2019 A 82,500 ( 2 ) ( 2 ) Common Stock 82,500 $ 0 82,500 D
Options (Right to Buy) $ 4.57 03/10/2019 A 142,500 ( 3 ) 03/10/2029 Common Stock 142,500 $ 0 142,500 D
Performance Restricted Stock Units ( 4 ) 03/10/2019 A 27,500 ( 5 ) ( 5 ) Common Stock 27,500 $ 0 27,500 D
Performance Options (Right to Buy) $ 4.57 03/10/2019 A 47,500 ( 6 ) 03/10/2029( 6 ) Common Stock 47,500 $ 0 47,500 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
THORNE OAKLEIGH
63 FRONT STREET, P.O BOX 258
MILLBROOK, NY12545
X X President and CEO
Signatures
/s/ Margee Elias, Attorney-in-Fact for Oakleigh Thorne 03/12/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit represents the contingent right to receive one share of the Company's common stock or its equivalent value in cash.
( 2 )These restricted stock units vest in four equal installments on the first four anniversaries of March 10, 2019, subject to continued employment with the Company.
( 3 )These options were granted on March 10, 2019 and are scheduled to vest and become exercisable in four equal annual installments on the first four anniversaries of the grant date, subject to continued employment with the Company.
( 4 )Each performance restricted stock unit represents the contingent right to receive one share of the Company's common stock or its equivalent value in cash.
( 5 )The performance restricted stock units vest and are settled when they have both time vested and performance vested as follows: (i) the performance restricted stock units time vest in equal annual installments on the first four anniversaries of March 10, 2019 and (ii) the performance restricted stock units performance vest at such time, if any, as the per share closing price of Gogo common stock on the NASDAQ market during the period beginning on the grant date and ending on the fourth anniversary of March 10, 2019 equals or exceeds $6.50 for a period of 30 consecutive trading days. Any performance restricted stock unit that has not performance vested by March 10, 2023 shall be forfeited.
( 6 )The performance options vest and become exercisable when they have both time vested and performance vested as follows: (i) the performance options time vest in equal annual installments on the first four anniversaries of March 10, 2019 and (ii) the performance options performance vest at such time, if any, as the per share closing price of Gogo common stock on the NASDAQ market during the period beginning on the grant date and ending on the fourth anniversary of March 10, 2019 equals or exceeds $6.50 for a period of 30 consecutive trading days. Any performance option that has not performance vested by March 10, 2023 shall be forfeited.

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