UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
GOGO INC.
(Name of Issuer)
Common Stock, Par Value $0.0001 Per Share
(Title of Class of Securities)
38046C109
(CUSIP Number)
April 7, 2014
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
o
|
Rule 13d-1(b)
|
|
|
x
|
Rule 13d-1(c)
|
|
|
o
|
Rule 13d-1(d)
|
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 14
|
CUSIP No. 38046C109
|
13G
|
Page 2 of 14 Pages
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Point72 Asset Management, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
|
|
6
|
SHARED VOTING POWER
2,679,800 (see Item 4)
|
||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||
|
8
|
SHARED DISPOSITIVE POWER
2,679,800 (see Item 4)
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,679,800 (see Item 4)
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.2% (see Item 4)
|
||
|
12
|
TYPE OF REPORTING PERSON*
PN
|
||
*SEE INSTRUCTION BEFORE FILLING OUT
Page 2 of 14
|
CUSIP No. 38046C109
|
13G
|
Page 3 of 14 Pages
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Point72 Capital Advisors, Inc. (formerly S.A.C. Capital Advisors, Inc.)
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
|
|
6
|
SHARED VOTING POWER
2,679,800 (see Item 4)
|
||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||
|
8
|
SHARED DISPOSITIVE POWER
2,679,800 (see Item 4)
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,679,800 (see Item 4)
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.2% (see Item 4)
|
||
|
12
|
TYPE OF REPORTING PERSON*
CO
|
||
*SEE INSTRUCTION BEFORE FILLING OUT
Page 3 of 14
|
CUSIP No. 38046C109
|
13G
|
Page 4 of 14 Pages
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cubist Systematic Strategies, LLC
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
|
|
6
|
SHARED VOTING POWER
1,749 (see Item 4)
|
||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||
|
8
|
SHARED DISPOSITIVE POWER
1,749 (see Item 4)
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,749 (see Item 4)
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1% (see Item 4)
|
||
|
12
|
TYPE OF REPORTING PERSON*
OO
|
||
*SEE INSTRUCTION BEFORE FILLING OUT
Page 4 of 14
|
CUSIP No. 38046C109
|
13G
|
Page 5 of 14 Pages
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EverPoint Asset Management, LLC
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
|
|
6
|
SHARED VOTING POWER
2,778,401 (a) (see Item 4)
|
||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||
|
8
|
SHARED DISPOSITIVE POWER
2,778,401 (a) (see Item 4)
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,778,401 (a) (see Item 4)
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.3% (a) (see Item 4)
|
||
|
12
|
TYPE OF REPORTING PERSON*
OO
|
||
*SEE INSTRUCTION BEFORE FILLING OUT
Page 5 of 14
|
CUSIP No. 38046C109
|
13G
|
Page 6 of 14 Pages
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven A. Cohen
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
|
|
6
|
SHARED VOTING POWER
5,459,950 (a) (see Item 4)
|
||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||
|
8
|
SHARED DISPOSITIVE POWER
5,459,950 (a) (see Item 4)
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,459,950 (a) (see Item 4)
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4% (a) (see Item 4)
|
||
|
12
|
TYPE OF REPORTING PERSON*
IN
|
||
Page 6 of 14
|
CUSIP No. 38046C109
|
13G
|
Page 7 of 14 Pages
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S.A.C. Capital Advisors, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
|
|
6
|
SHARED VOTING POWER
0 (see Item 4)
|
||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||
|
8
|
SHARED DISPOSITIVE POWER
0 (see Item 4)
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (see Item 4)
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% (see Item 4)
|
||
|
12
|
TYPE OF REPORTING PERSON*
PN
|
||
*SEE INSTRUCTION BEFORE FILLING OUT
Page 7 of 14
|
CUSIP No. 38046C109
|
13G
|
Page 8 of 14 Pages
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CR Intrinsic Investors, LLC
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
|
|
6
|
SHARED VOTING POWER
0 (see Item 4)
|
||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||
|
8
|
SHARED DISPOSITIVE POWER
0 (see Item 4)
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (see Item 4)
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% (see Item 4)
|
||
|
12
|
TYPE OF REPORTING PERSON*
OO
|
||
*SEE INSTRUCTION BEFORE FILLING OUT
Page 8 of 14
Explanatory Note:
This amendment to Schedule 13G is being filed to reflect effective April 7, 2014 (a) the entry into new investment management agreements with certain investment funds by Point72 Asset Management, L.P. (“Point72 Asset Management”), Cubist Systematic Strategies, LLC (“Cubist Systematic Strategies”) and EverPoint Asset Management, LLC (“EverPoint Asset Management”) and (b) the termination of investment management agreements between each of (i) S.A.C. Capital Advisors, L.P. (“SAC Capital Advisors LP”) and (ii) CR Intrinsic Investors, LLC (“CR Intrinsic Investors”) and such investment funds which, as previously reported, gave investment and voting power to SAC Capital Advisors LP and CR Intrinsic Investors with respect to Shares (as defined below) of the Issuer beneficially owned by such investment funds.
|
Item 1(a)
|
Name of Issuer:
|
|
Gogo Inc.
|
|
|
Item 1(b)
|
Address of Issuer's Principal Executive Offices:
|
|
1250 North Arlington Heights Rd., Itasca, IL 60143
|
|
|
Item 2(a)
|
Name of Person Filing:
|
|
Item 2(a) of Schedule 13G is hereby amended to include the following persons:
|
|
|
(i) Point72 Asset Management with respect to shares of Common Stock, $0.0001 par value per share (“Shares”), of the Issuer held by certain investment funds it manages;
|
|
|
(ii) Point72 Capital Advisors, Inc. (formerly S.A.C. Capital Advisors, Inc.) (“Point72 Capital Advisors Inc.”) with respect to Shares held by certain investment funds managed by Point72 Asset Management;
|
|
|
(iii) Cubist Systematic Strategies with respect to Shares held by certain investment funds it manages; and
|
|
|
(iv) EverPoint Asset Management with respect to Shares held by certain investment funds it manages.
|
|
|
Point72 Asset Management, Point72 Capital Advisors Inc., Cubist Systematic Strategies, EverPoint Asset Management, Steven A. Cohen, SAC Capital Advisors LP and CR Intrinsic have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
|
|
|
Item 2(b)
|
Address or Principal Business Office:
|
|
Item 2(b) of Schedule 13G is hereby amended to include the following information:
|
|
Page 9 of 14
|
The address of the principal business office of (i) Point72 Asset Management and Point72 Capital Advisors Inc. is 72 Cummings Point Road, Stamford, CT 06902; (ii) Cubist Systematic Strategies is 330 Madison Avenue, New York, NY 10173; and (iii) EverPoint Asset Management is 510 Madison Avenue, New York, NY 10022.
|
|
|
Item 2(c)
|
Citizenship:
|
|
Item 2(c) of Schedule 13G is hereby amended to include the following information:
|
|
|
Point72 Asset Management is a Delaware limited partnership. Point72 Capital Advisors Inc. is a Delaware corporation. Cubist Systematic Strategies and EverPoint Asset Management are Delaware limited liability companies.
|
|
|
Item 2(d)
|
Title of Class of Securities:
|
|
Common Stock, par value $0.0001 per share
|
|
|
Item 2(e)
|
CUSIP Number:
|
|
38046C109
|
|
|
Item 3
|
Not Applicable
|
|
Item 4
|
Ownership:
|
|
The percentages used herein are calculated based upon the Shares of common stock issued and outstanding as of February 28, 2014 as reported on the Issuer's annual report on Form 10-K filed with the Securities and Exchange Commission by the Issuer for the fiscal year ended December 31, 2013.
|
|
|
As of the close of business on April 16, 2014:
|
|
|
1. Point72 Asset Management, L.P.
|
|
|
(a) Amount beneficially owned: 2,679,800
|
|
|
(b) Percent of class: 3.2%
|
|
|
(c)(i) Sole power to vote or direct the vote: -0-
|
|
|
(ii) Shared power to vote or direct the vote: 2,679,800
|
|
|
(iii) Sole power to dispose or direct the disposition: -0-
|
|
|
(iv) Shared power to dispose or direct the disposition: 2,679,800
|
|
Page 10 of 14
|
2. Point72 Capital Advisors, Inc.
|
|
|
(a) Amount beneficially owned: 2,679,800
|
|
|
(b) Percent of class: 3.2%
|
|
|
(c)(i) Sole power to vote or direct the vote: -0-
|
|
|
(ii) Shared power to vote or direct the vote: 2,679,800
|
|
|
(iii) Sole power to dispose or direct the disposition: -0-
|
|
|
(iv) Shared power to dispose or direct the disposition: 2,679,800
|
|
|
3. Cubist Systematic Strategies, LLC
|
|
|
(a) Amount beneficially owned: 1,749
|
|
|
(b) Percent of class: less than 0.1%
|
|
|
(c)(i) Sole power to vote or direct the vote: -0-
|
|
|
(ii) Shared power to vote or direct the vote: 1,749
|
|
|
(iii) Sole power to dispose or direct the disposition: -0-
|
|
|
(iv) Shared power to dispose or direct the disposition: 1,749
|
|
|
4. EverPoint Asset Management, LLC
|
|
|
(a) Amount beneficially owned: 2,778,401 (a)
|
|
|
(b) Percent of class: 3.3% (a)
|
|
|
(c)(i) Sole power to vote or direct the vote: -0-
|
|
|
(ii) Shared power to vote or direct the vote: 2,778,401 (a)
|
|
|
(iii) Sole power to dispose or direct the disposition: -0-
|
|
|
(iv) Shared power to dispose or direct the disposition: 2,778,401 (a)
|
|
|
5. Steven A. Cohen
|
|
|
(a) Amount beneficially owned: 5,459,950 (a)
|
|
|
(b) Percent of class: 6.4% (a)
|
|
|
(c)(i) Sole power to vote or direct the vote: -0-
|
|
|
(ii) Shared power to vote or direct the vote: 5,459,950 (a)
|
|
|
(iii) Sole power to dispose or direct the disposition: -0-
|
|
|
(iv) Shared power to dispose or direct the disposition: 5,459,950 (a)
|
|
|
6. S.A.C. Capital Advisors, L.P.
|
|
|
(a) Amount beneficially owned: -0-
|
|
|
(b) Percent of class: 0%
|
|
|
(c)(i) Sole power to vote or direct the vote: -0-
|
|
|
(ii) Shared power to vote or direct the vote: -0-
|
|
|
(iii) Sole power to dispose or direct the disposition: -0-
|
|
|
(iv) Shared power to dispose or direct the disposition: -0-
|
|
|
7. CR Intrinsic Investors, LLC
|
|
|
(a) Amount beneficially owned: -0-
|
|
|
(b) Percent of class: 0%
|
|
|
(c)(i) Sole power to vote or direct the vote: -0-
|
|
|
(ii) Shared power to vote or direct the vote: -0-
|
|
|
(iii) Sole power to dispose or direct the disposition: -0-
|
|
|
(iv) Shared power to dispose or direct the disposition: -0-
|
|
|
(a) Includes 692,000 Shares subject to call options held by a fund managed by EverPoint Asset Management.
|
|
Page 11 of 14
|
Point72 Asset Management, Point72 Capital Advisors Inc., Cubist Systematic Strategies, EverPoint Asset Management and Mr. Cohen own directly no Shares. Pursuant to an investment management agreement, Point72 Asset Management maintains investment and voting power with respect to the securities held by certain investment funds it manages. Point72 Capital Advisors Inc. is the general partner of Point72 Asset Management. Pursuant to an investment management agreement, Cubist Systematic Strategies maintains investment and voting power with respect to the securities held by certain investment funds it manages. Pursuant to an investment management agreement, EverPoint Asset Management maintains investment and voting power with respect to the securities held by certain investment funds it manages. Mr. Cohen controls each of Point72 Capital Advisors Inc., Cubist Systematic Strategies and EverPoint Asset Management. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, each of (i) Point72 Asset Management, Point72 Capital Advisors Inc. and Mr. Cohen may be deemed to beneficially own 2,679,800 Shares (constituting approximately 3.2% of the Shares outstanding); (ii) Cubist Systematic Strategies and Mr. Cohen may be deemed to beneficially own 1,749 Shares (constituting less than 0.1% of the Shares outstanding); and (iii) EverPoint Asset Management and Mr. Cohen may be deemed to beneficially own 2,778,401 (a) Shares (constituting approximately 3.3% (a) of the Shares outstanding). Each of Point72 Asset Management, Point72 Capital Advisors Inc., Cubist Systematic Strategies, EverPoint Asset Management and Mr. Cohen disclaims beneficial ownership of any of the securities covered by this statement.
|
|
|
Item 5
|
Ownership of Five Percent or Less of a Class:
|
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. o(a)
|
|
|
(a) As of April 7, 2014, each of SAC Capital Advisors LP and CR Intrinsic Investors ceased to be the beneficial owners of any Shares.
|
|
|
Item 6
|
Ownership of More than Five Percent on Behalf of Another Person:
|
|
Not Applicable
|
|
|
Item 7
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
|
|
Not Applicable
|
|
|
Item 8
|
Identification and Classification of Members of the Group:
|
|
Not Applicable
|
|
Page 12 of 14
|
Item 9
|
Notice of Dissolution of Group:
|
|
Not Applicable
|
|
|
Item 10
|
Certification:
|
By signing below the signatory certifies that, to the best of his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Page 13 of 14
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: April 17, 2014
POINT72 ASSET MANAGEMENT, L.P.
By: /s/ Peter Nussbaum
Name: Peter Nussbaum
Title: Authorized Person
POINT72 CAPITAL ADVISORS, INC.
By: /s/ Peter Nussbaum
Name: Peter Nussbaum
Title: Authorized Person
CUBIST SYSTEMATIC STRATEGIES, LLC
By: /s/ Peter Nussbaum
Name: Peter Nussbaum
Title: Authorized Person
EVERPOINT ASSET MANAGEMENT, LLC
By: /s/ Peter Nussbaum
Name: Peter Nussbaum
Title: Authorized Person
STEVEN A. COHEN
By: /s/ Peter Nussbaum
Name: Peter Nussbaum
Title: Authorized Person
S.A.C. CAPITAL ADVISORS, L.P.
By: /s/ Peter Nussbaum
Name: Peter Nussbaum
Title: Authorized Person
CR INTRINSIC INVESTORS, LLC
By: /s/ Peter Nussbaum
Name: Peter Nussbaum
Title: Authorized Person
Page 14 of 14
Exhibit 99.1
JOINT FILING AGREEMENT
The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
Dated: April 17, 2014
|
POINT72 ASSET MANAGEMENT, L.P.
By: /s/ Peter Nussbaum
Name: Peter Nussbaum
Title: Authorized Person
POINT72 CAPITAL ADVISORS, INC.
By: /s/ Peter Nussbaum
Name: Peter Nussbaum
Title: Authorized Person
CUBIST SYSTEMATIC STRATEGIES, LLC
By: /s/ Peter Nussbaum
Name: Peter Nussbaum
Title: Authorized Person
EVERPOINT ASSET MANAGEMENT, LLC
By: /s/ Peter Nussbaum
Name: Peter Nussbaum
Title: Authorized Person
STEVEN A. COHEN
By: /s/ Peter Nussbaum
Name: Peter Nussbaum
Title: Authorized Person
S.A.C. CAPITAL ADVISORS, L.P.
By: /s/ Peter Nussbaum
Name: Peter Nussbaum
Title: Authorized Person
|
CR INTRINSIC INVESTORS, LLC
By: /s/ Peter Nussbaum
Name: Peter Nussbaum
Title: Authorized Person
|