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*
THORNE OAKLEIGH
(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)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
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)
X Form filed by One Reporting Person
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
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
Options (Right to Buy) $9.39 06/12/2020 D 700,000 (1) 03/04/2028 Common Stock 700,000 (2) 0 D
Options (Right to Buy) $9.39 06/12/2020 D 86,750 (3) 03/04/2028 Common Stock 86,750 (2) 0 D
Options (Right to Buy) $9.39 06/12/2020 D 86,750 (4) 03/04/2028 Common Stock 86,750 (2) 0 D
Options (Right to Buy) $4.57 06/12/2020 D 47,500 (5) 03/10/2029 Common Stock 47,500 (2) 0 D
Options (Right to Buy) $4.57 06/12/2020 D 142,500 (6) 03/10/2029 Common Stock 142,500 (2) 0 D
Options (Right to Buy) $2.61 06/12/2020 A 625,591 (7) 06/12/2030 Common Stock 625,591 (2) 625,591 D
Explanation of Responses:
1. These options provided for vesting as follows: (i) 25% of the options vest on the first anniversary of March 4, 2018 and (ii) the remaining 75% of the options vest in equal monthly installments on the three year period beginning immediately following the first anniversary of March 4, 2018, in each case, subject to continued employment with the Company.
2. On June 12, 2020, the issuer cancelled, pursuant to the issuer's option exchange program, (i) options to purchase 700,000 shares of common stock granted to the reporting person on March 4, 2018, (ii) options to purchase 86,750 shares of common stock granted to the reporting person on March 4, 2018, (iii) options to purchase 86,750 shares of common stock granted to the reporting person on March 4, 2018, (iv) options to purchase 47,500 shares of common stock granted to the reporting person on March 10, 2019 and (v) options to purchase 142,500 shares of common stock granted to the reporting person on March 10, 2019. In exchange, the reporting person received replacement options to purchase 625,591 shares, 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 March 4, 2018, subject to continued employment with the Company.
4. 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 4, 2018, subject to continued employment with the Company.
5. 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.
6. 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.
7. These options vest on December 31, 2022, subject to continued employment with the Company.
Remarks:
/s/ Margee Elias, Attorney-in-Fact for Oakleigh Thorne 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).
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