FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Gogo Inc. [ GOGO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/12/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
Options (Right to Buy) | $17.78 | 06/12/2020 | D | 51,500 | (1) | 12/14/2021 | Common Stock | 51,500 | (2) | 0 | D | ||||
Options (Right to Buy) | $18.72 | 06/12/2020 | D | 61,800 | (3) | 06/05/2023 | Common Stock | 61,800 | (2) | 0 | D | ||||
Options (Right to Buy) | $17.68 | 06/12/2020 | D | 80,000 | (4) | 05/28/2024 | Common Stock | 80,000 | (2) | 0 | D | ||||
Options (Right to Buy) | $21.45 | 06/12/2020 | D | 64,600 | (5) | 05/26/2025 | Common Stock | 64,600 | (2) | 0 | D | ||||
Options (Right to Buy) | $8.37 | 06/12/2020 | D | 64,600 | (6) | 06/24/2026 | Common Stock | 64,600 | (2) | 0 | D | ||||
Options (Right to Buy) | $11.96 | 06/12/2020 | D | 58,340 | (7) | 03/14/2027 | Common Stock | 58,340 | (2) | 0 | D | ||||
Options (Right to Buy) | $11.96 | 06/12/2020 | D | 29,840 | (8) | 03/14/2027 | Common Stock | 29,840 | (2) | 0 | D | ||||
Options (Right to Buy) | $10.23 | 06/12/2020 | D | 37,000 | (9) | 02/17/2028 | Common Stock | 37,000 | (2) | 0 | D | ||||
Options (Right to Buy) | $10.23 | 06/12/2020 | D | 37,000 | (10) | 02/17/2028 | Common Stock | 37,000 | (2) | 0 | D | ||||
Options (Right to Buy) | $4.57 | 06/12/2020 | D | 60,550 | (11) | 03/10/2029 | Common Stock | 60,550 | (2) | 0 | D | ||||
Options (Right to Buy) | $4.57 | 06/12/2020 | D | 20,200 | (12) | 03/10/2029 | Common Stock | 20,200 | (2) | 0 | D | ||||
Options (Right to Buy) | $2.61 | 06/12/2020 | A | 204,045 | (13) | 06/12/2030 | Common Stock | 204,045 | (2) | 204,045 | D |
Explanation of Responses: |
1. These options provided for vesting in four annual installments beginning on the first anniversary of December 14, 2011, subject to continued employment with the Company. |
2. On 6/12/20, pursuant to its option exchange program, the issuer cancelled the following options to purchase shares of common stock held by the reporting person: (i) options to purchase 51,500 shares granted on 12/14/11, (ii) options to purchase 61,800 shares granted on 6/5/13, (iii) options to purchase 80,000 shares granted on 5/28/14, (iv) options to purchase 64,600 shares granted on 5/26/15, (v) options to purchase 64,600 shares granted on 6/24/16, (vi) options to purchase (A) 58,340 shares and (B) 29,840 shares granted on 3/14/17, (vii) options to purchase (A) 37,000 shares and (B) 37,000 shares granted on 2/17/18, and (viii) options to purchase (A) 60,550 shares and (B) 20,200 shares granted on 3/10/19. In exchange, the reporting person received replacement options to purchase 204,045 shares of common stock, having an exercise price of $2.61 per share. |
3. These options provided for vesting in four annual installments beginning on the first anniversary of June 5, 2013, subject to continued employment with the Company. |
4. These options provided for vesting in four annual installments beginning on the first anniversary of May 28, 2014, subject to continued employment with the Company. |
5. These options provided for vesting in four annual installments beginning on the first anniversary of May 26, 2015, subject to continued employment with the Company. |
6. These options provided for vesting in four annual installments beginning on the first anniversary of May 26, 2016, subject to the continued employment with the Company. |
7. These options provided for vesting in four annual installments beginning on the first anniversary of March 14, 2017, subject to continued employment with the Company. |
8. 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 14, 2017, subject to continued employment with the Company. |
9. These options provided for vesting in four annual installments beginning on the first anniversary of February 17, 2018, subject to continued employment with the Company. |
10. 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 February 17, 2018, subject to continued employment with the Company. |
11. 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. |
12. 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. |
13. These options vest on December 31, 2022, subject to continued employment with the Company. |
Remarks: |
/s/ Marguerite M. Elias | 06/16/2020 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |