SEC FORM 4 SEC Form 4
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*
Thorndale Farm, Inc.

(Last) (First) (Middle)
63 FRONT STREET, P.O. BOX 258

(Street)
MILLBROOK NY 12545

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Gogo Inc. [ GOGO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/06/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common Stock 05/06/2022 C(1) 1,333,333 A $6 27,258,136(2) I See Footnote(2)
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 (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
6.00% Convertible Senior Notes due 2022 $6 05/06/2022 C(1) 8,000,000 01/15/2022 05/15/2022 Common Stock 1,333,333 $0.00 0 I See Footnote(3)
1. Name and Address of Reporting Person*
Thorndale Farm, Inc.

(Last) (First) (Middle)
63 FRONT STREET, P.O. BOX 258

(Street)
MILLBROOK NY 12545

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Thorndale Farm Gogo, LLC

(Last) (First) (Middle)
63 FRONT STREET, P.O. BOX 258

(Street)
MILLBROOK NY 12545

(City) (State) (Zip)
1. Name and Address of Reporting Person*
THORNE OAKLEIGH

(Last) (First) (Middle)
63 FRONT STREET, P.O. BOX 258

(Street)
MILLBROOK NY 12545

(City) (State) (Zip)
Explanation of Responses:
1. The reported transaction involved the conversion of 6.00% Convertible Senior Notes due 2022, which were held by Thorndale Farm Private Equity 2, LLC, and concurrent assignment of the shares of common stock received in connection with such conversion to Thorndale Farm Gogo, LLC.
2. Reflects (i) 27,118,600 shares of common stock held directly by Thorndale Farm Gogo, LLC and (ii) 139,536 shares of common stock held directly by OAP, 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 Gogo, LLC. Additionally, Mr. Thorne, as the managing member of OAP, LLC, may be deemed to have beneficial ownership of the shares of common stock held by OAP, LLC. Mr. Thorne and Thorndale Farm, Inc. disclaim beneficial ownership of such shares of common stock except, in each case, to the extent of any pecuniary interest therein and this report shall not be deemed an admission that Mr. Thorne or Thorndale Farm, Inc. is a beneficial owner of such shares of common stock for purposes of Section 16 or for any other purpose.
3. Reflects 6.00% Convertible Senior Notes due 2022 held by Thorndale Farm Private Equity 2, LLC. Thorndale Farm, Inc., as the managing member of Thorndale Farm Private Equity 2, LLC, may be deemed to have beneficial ownership of the 6.00% Convertible Senior Notes due 2022 held by Thorndale Farm Private Equity 2, LLC. Thorndale Farm, Inc. and Mr. Thorne, as the Chief Executive Officer of Thorndale Farm, Inc., disclaim beneficial ownership of such 6.00% Convertible Senior Notes due 2022 except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that Thorndale Farm, Inc. or Mr. Thorne is the beneficial owner of such 6.00% Convertible Senior Notes due 2022. In connection with the conversion, Thorndale Farm Private Equity 2, LLC assigned the shares of common stock received as a result of the conversion to Thorndale Farm Gogo, LLC.
Remarks:
Thorndale Farm, Inc., By: Oakleigh Thorne, Chief Executive Officer, /s/ Oakleigh Thorne 05/10/2022
Thorndale Farm Gogo, LLC, By: Thorndale Farm, Inc., its Manager, By: Oakleigh Thorne, Chief Executive Officer, /s/ Oakleigh Thorne 05/10/2022
Oakleigh Thorne, /s/ Oakleigh Thorne 05/10/2022
** Signature of Reporting Person Date
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