4//SEC Filing
Gogo Inc. 4
Accession 0001181431-13-037311
$GOGOCIK 0001537054operating
Filed
Jun 27, 8:00 PM ET
Accepted
Jun 28, 6:51 PM ET
Size
57.1 KB
Accession
0001181431-13-037311
Insider Transaction Report
Form 4
Gogo Inc.GOGO
AC ACQUISITION I LLC
10% Owner
Transactions
- Conversion
Junior Convertible Preferred Stock
2013-06-26−2,665.47→ 0 totalExercise: $10.44From: 2009-12-31→ Common Stock (2,553,526.17 underlying) - Conversion
Common Stock
2013-06-26$8.50/sh+2,244,157.31$19,075,337→ 3,622,990.7 total - Conversion
Common Stock
2013-06-26$10.44/sh+5,984,052.91$62,454,962→ 19,745,498.38 total - Conversion
Common Stock
2013-06-26$9.71/sh+262,450.17$2,548,050→ 1,696,343.36 total - Conversion
Common Stock
2013-06-26$9.71/sh+3,644,262.44$35,381,051→ 5,340,605.8 total - Conversion
Class B Senior Convertible Preferred Stock
2013-06-26−7,447.27→ 0 totalExercise: $9.71From: 2009-12-31→ Common Stock (9,442,207.38 underlying) - Conversion
Class A Senior Convertible Preferred Stock
2013-06-26−600.36→ 0 totalExercise: $9.71From: 2011-06-30→ Common Stock (696,247.39 underlying) - Conversion
Junior Convertible Preferred Stock
2013-06-26−6,246.4→ 0 totalExercise: $10.44From: 2009-12-31→ Common Stock (5,984,052.91 underlying) - Conversion
Class A Senior Convertible Preferred Stock
2013-06-26−226.31→ 0 totalExercise: $9.71From: 2011-06-30→ Common Stock (262,450.17 underlying) - Conversion
Common Stock
2013-06-26$9.71/sh+696,247.39$6,759,657→ 4,319,238.09 total - Conversion
Common Stock
2013-06-26$9.71/sh+9,442,207.38$91,671,559→ 13,761,445.48 total - Conversion
Common Stock
2013-06-26$8.50/sh+845,934.17$7,190,440→ 1,433,893.19 total - Other
Common Stock
2013-06-26$17.00/sh−0.97$16→ 7,894,131 total - Conversion
Class A Senior Convertible Preferred Stock
2013-06-26−1,626.78→ 0 totalExercise: $8.50→ Common Stock (2,244,157.31 underlying) - Conversion
Class B Senior Convertible Preferred Stock
2013-06-26−2,874.31→ 0 totalExercise: $9.71From: 2009-12-31→ Common Stock (3,644,262.44 underlying) - Conversion
Class A Senior Convertible Preferred Stock
2013-06-26−613.21→ 0 totalExercise: $8.50→ Common Stock (845,934.17 underlying) - Other
Common Stock
2013-06-26$17.00/sh−1.38$23→ 19,745,497 total - Conversion
Common Stock
2013-06-26$10.44/sh+2,553,526.17$26,650,897→ 7,894,131.97 total
Footnotes (12)
- [F1]These securities are held solely by AC Acquisition LLC ("AC I"). AC I is a limited liability corporation and its sole member is Ripplewood Partners II, L.P., the general partner of which is Ripplewood Partners II GP, L.P., the general partner of which is RP II GP, LLC, the sole member of which is Collins Family Partners, L.P, which is managed by its general partner, Collins Family Partners Inc. Each of Ripplewood Partners II, L.P., Ripplewood Partners II GP, L.P., RP II GP, LLC, Collins Family Partners, L.P, and Collins Family Partners Inc. disclaims beneficial ownership of the securities owned by AC I except to the extent of its pecuniary interest. Timothy C. Collins, as the president and sole shareholder of Collins Family Partners Inc., may be deemed to share beneficial ownership of the shares shown as beneficially owned by AC I.
- [F10]Each share of Class B Senior Convertible Preferred Stock mandatorily converted to shares of common stock equal to the applicable stated capital of each share of Class B Senior Convertible Preferred Stock divided by the Conversion Price upon consummation of the issuer's initial public offering. The Class B Senior Convertible Preferred Stock was entitled to dividends accrued through the consummation of the issuer's initial public offering, which have been satisfied by increasing the applicable stated capital. Shares issued on conversion reflects accrued dividends added to stated capital. Fractional shares of common stock are settled in cash. The shares of Class B Senior Convertible Preferred Stock were convertible upon issuance and had no expiration date.
- [F11]Each share of Junior Convertible Preferred Stock mandatorily converted to shares of common stock equal to the applicable stated capital of each share of Junior Convertible Preferred Stock divided by the Conversion Price upon consummation of the issuer's initial public offering. The Junior Convertible Preferred Stock was entitled to dividends accrued through the consummation of the issuer's initial public offering, which have been satisfied by increasing the applicable stated capital. Shares issued on conversion reflects accrued dividends added to stated capital. Fractional shares of common stock are settled in cash. The shares of Junior Convertible Preferred Stock were convertible upon issuance and had no expiration date.
- [F12]Represents fractional shares of common stock settled in cash.
- [F2]Mr. Collins disclaims such beneficial ownership except to the extent of any pecuniary interest and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Each of AC II (as defined below) and Ripplewood Partners II Parallel Fund, L.P. disclaims beneficial ownership of the securities shown as beneficially owned by AC I and this report shall not be deemed an admission that it is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- [F3]These securities are held solely by AC Acquisition II LLC ("AC II"). AC II is a limited liability company which is managed by Ripplewood Partners II Parallel Fund, L.P., the general partner of which is Ripplewood Partners II GP, L.P., the general partner of which is RP II GP, LLC, the sole member of which is Collins Family Partners, L.P, which is managed by its general partner, Collins Family Partners Inc. Each of Ripplewood Partners II Parallel Fund, L.P., Ripplewood Partners II GP, L.P., RP II GP, LLC, Collins Family Partners, L.P, and Collins Family Partners Inc. disclaims beneficial ownership of the securities owned by AC II except to the extent of its pecuniary interest. Timothy C. Collins, as the president and sole shareholder of Collins Family Partners Inc., may be deemed to share beneficial ownership of the shares shown as beneficially owned by AC II.
- [F4]Mr. Collins disclaims such beneficial ownership except to the extent of any pecuniary interest and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Each of AC I and Ripplewood Partners II, L.P. disclaims beneficial ownership of the securities shown as beneficially owned by AC II and this report shall not be deemed an admission that it is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- [F5]Reflects mandatory conversion of 726.24 shares of class A Senior Convertible Preferred Stock issued on July 1, 2010 and 900.54 shares of Class A Senior Convertible Preferred Stock issued on January 28, 2011 into shares of common stock upon consummation of the issuer's initial public offering. The shares converted into a number of shares of common stock equal to (i) the applicable stated capital of each share of Class A Senior Convertible Preferred Stock multiplied by (ii) 2 and divided by (iii) $17.00, the IPO price.
- [F6]The Class A Senior Convertible Preferred Stock was entitled to dividends accrued through the consummation of the issuer's initial public offering, which have been satisfied by increasing the applicable stated capital. Shares issued on conversion reflects accrued dividends added to stated capital and other adjustments. Fractional shares of common stock are settled in cash. The shares of Class A Senior Convertible Preferred Stock were convertible upon issuance and had no expiration date.
- [F7]Each share of Class A Senior Convertible Preferred Stock issued on June 30, 2011 mandatorily converted to shares of common stock upon consummation of the issuer's initial public offering. The shares converted into a number of shares of common stock equal to the applicable stated capital of each share Class A Senior Convertible Preferred Stock divided by the Conversion Price. The Class A Senior Convertible Preferred Stock was entitled to dividends accrued through the consummation of the issuer's initial public offering, which have been satisfied by increasing the applicable stated capital. Shares issued on conversion reflects accrued dividends added to stated capital. Fractional shares of common stock are settled in cash. The shares of Class A Senior Convertible Preferred Stock were convertible upon issuance and had no expiration date.
- [F8]Reflects mandatory conversion of 273.76 shares of Class A Senior Convertible Preferred Stock issued on July 1, 2010 and 339.46 shares of Class A Senior Convertible Preferred Stock issued on January 28, 2011 into shares of common stock upon consummation of the issuer's initial public offering. The shares converted into a number of shares of common stock equal to (i) the applicable stated capital of each share Class A Senior Convertible Preferred Stock multiplied by (ii) 2 and divided by (iii) $17.00, the IPO price.
- [F9]The Class A Senior Convertible Preferred Stock was entitled to dividends accrued through the consummation of the issuer's initial public offering, which have been satisfied by increasing the applicable stated capital. Shares issued on conversion reflects accrued dividends added to stated capital and other adjustments. Fractional shares of common stock are settled in cash. The shares of Class A Senior Convertible Preferred Stock were convertible upon issuance and had no expiration date.
Documents
Issuer
Gogo Inc.
CIK 0001537054
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001537054
Filing Metadata
- Form type
- 4
- Filed
- Jun 27, 8:00 PM ET
- Accepted
- Jun 28, 6:51 PM ET
- Size
- 57.1 KB