Thorndale Farm, Inc. - 06 May 2022 Form 4 Insider Report for Gogo Inc. (GOGO)

Source evidence Original filing metadata and source links for verification. 3 source fields
SEC form
4
Accepted by SEC
10 May 2022, 16:00:16 UTC
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
Thorndale Farm, Inc., By: Oakleigh Thorne, Chief Executive Officer, /s/ Oakleigh Thorne

Key filing fact

Thorndale Farm, Inc. filed Form 4 for Gogo Inc. (GOGO) on 10 May 2022.

Key facts

  • This page summarizes Thorndale Farm, Inc.'s Form 4 filing for Gogo Inc. (GOGO).
  • 2 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 10 May 2022, 16:00.

Change

  • No earlier filing in this sequence is available for direct comparison.
  • Current net transaction value: +$7,999,998.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

GOGO transaction

Common Stock

Conversion of derivative security

Transaction value
$7,999,998
Shares
+1,333,333
Change %
+5.1%
Price
$6.00
Shares after
27,258,136
Date
06 May 2022
Ownership
See Footnote
Footnotes
F1, F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

GOGO transaction Derivative

6.00% Convertible Senior Notes due 2022

Conversion of derivative security

Transaction value
$0
Shares
-8,000,000
Change %
-100%
Price
$0.000000*
Shares after
0
Date
06 May 2022
Ownership
See Footnote
Underlying class
Common Stock
Underlying amount
1,333,333
Exercise price
$6.00
Footnotes
F1, F3
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 3 footnotes

Footnote 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.

Footnote 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.

Footnote 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.

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