Oakleigh Thorne - 10 Mar 2023 Form 4 Insider Report for Gogo Inc. (GOGO)

Role: CEO and Chairman, Director, 10%+ Owner
Signature: /s/ Crystal L. Gordon, Attorney-in-Fact for Oakleigh Thorne
Issuer symbol: GOGO
Transactions as of: 10 Mar 2023
Net transactions value: -$152,120
Form type: 4
Filing time: 14 Mar 2023, 16:22:25 UTC
Previous filing: 07 Mar 2023
Next filing: 21 Mar 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GOGO	Common Stock	Options Exercise		+27,500	+5.8%		503,900	10 Mar 2023	Direct	F1
transaction	GOGO	Common Stock	Tax liability	$152,120	-9,923	-2%	$15.33	493,977	10 Mar 2023	Direct
holding	GOGO	Common Stock						100	10 Mar 2023	By Spouse
holding	GOGO	Common Stock						27,258,136	10 Mar 2023	See Footnote	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	Restricted Stock Units	Options Exercise	$0	-20,625	-100%	$0.000000^*	0	10 Mar 2023	Common Stock	20,625		Direct	F1, F3
transaction	GOGO	Performance Restricted Stock Units	Options Exercise	$0	-6,875	-100%	$0.000000^*	0	10 Mar 2023	Common Stock	6,875		Direct	F1, F4

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

Explanation of Responses:

Id	Content
F1	Restricted stock units convert into common stock on a one-for-one basis.
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	On March 10, 2019, the reporting person was granted 82,500 restricted stock units, vesting in four equal annual installments on the first four anniversaries of March 10, 2019, subject to continued employment with the Company.
F4	Following the elimination of the performance conditions for these restricted stock units by the Compensation Committee of the Company, these restricted stock units provided for vesting in four annual installments beginning on the first anniversary of March 10, 2019, subject to continued employment with the Company.