SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Silver (XII) Holdings, LLC

(Last) (First) (Middle)
300 NORTH LASALLE STREET, SUITE 5600

(Street)
CHICAGO, IL 60654

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/09/2021
3. Issuer Name and Ticker or Trading Symbol
Gogo Inc. [ GOGO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 19,064,529 D(1)(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Reflects securities held directly by Silver (XII) Holdings, LLC. GTCR Partners XII/A&C LP is the manager of Silver (XII) Holdings, LLC. GTCR Investment XII LLC is the general partner of GTCR Partners XII/A&C LP. GTCR Investment XII LLC is managed by an eight-member board of managers (the "GTCR Board of Managers"). Mark Anderson, an employee of GTCR LLC, an affiliate of the Reporting Person, was appointed to the board of directors of the Issuer. As a result, the Reporting Person is a "director by deputization" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.
2. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
Remarks:
Silver (XII) Holdings, LLC, By: GTCR Partners XII/A&C LP, its manager, By: GTCR Investment XII LLC, its general partner, By: /s/ Jeffrey S. Wright, Name: Jeffrey S. Wright, Title: Principal 04/13/2021
** 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 5 (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.
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