true 0001537054 0001537054 2021-03-17 2021-03-17 0001537054 us-gaap:CommonStockMember 2021-03-17 2021-03-17 0001537054 gogo:PreferredStockPurchaseRightsMember 2021-03-17 2021-03-17





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 23, 2021 (March 17, 2021)




(Exact name of registrant as specified in its charter)




Delaware   001-35975   27-1650905
(State or other jurisdiction
of incorporation)
File Number)
  (IRS Employer
Identification No.)


111 North Canal St., Suite 1400
Chicago, IL
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code:


Not applicable

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Class




Name of Each Exchange
on Which Registered

Common stock, par value $0.0001 per share   GOGO   NASDAQ Global Select Market
Preferred stock purchase rights   GOGO   NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Explanatory Note.

As previously reported, on March 17, 2021, Gogo Inc. (the “Company”) entered into separate, privately negotiated exchange agreements (the “Agreements”) with certain existing holders (the “Holders”) of the Company’s 6.00% Convertible Senior Notes due 2022 (the “Notes”). The Company described these Agreements in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 18, 2021 (the “Initial 8-K”). The information set forth in the Initial 8-K is incorporated by reference herein.

In Item 3.02 of the Initial 8-K, the Company indicated that it will provide, by amendment, the total number of shares of common stock to be issued pursuant to the Agreements (the “Exchange Shares”).


Item 3.02.

Unregistered Sales of Equity Securities.

Pursuant to the Agreements, the Company will issue a total of 5,121,811 Exchange Shares on or about March 24, 2021.

The issuance of the Exchange Shares will be made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

This Current Report on Form 8-K/A does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



/s/ Marguerite M. Elias

  Marguerite M. Elias
  Executive Vice President, General Counsel and Secretary

Date: March 23, 2021