Thorndale Farm, Inc. - May 6, 2022 Form 4 Insider Report for Gogo Inc. (GOGO)

Role: 10%+ Owner
Signature: Thorndale Farm, Inc., By: Oakleigh Thorne, Chief Executive Officer, /s/ Oakleigh Thorne
Stock symbol: GOGO
Transactions as of: May 6, 2022
Transactions value $: $7,999,998
Form type: 4
Date filed: 5/10/2022, 04:00 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GOGO	Common Stock	Conversion of derivative security	$8M	+1.33M	+5.14%	$6.00	27.3M	May 6, 2022	See Footnote	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	GOGO	6.00% Convertible Senior Notes due 2022	Conversion of derivative security	$0	-8M	-100%	$0.00^*	0	May 6, 2022	Common Stock	1.33M	$6.00	See Footnote	F1, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	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.