Edgar Filing: Gogo Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

THORNE OAKLEIGH

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
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

1250 N. ARLINGTON HEIGHTS ROAD, STE 500

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2013

(Street)

ITASCA, IL 60143

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/26/2013		C		163,007.53	A	$ 8.5 ⁽³⁾	304,816.49	I ⁽¹⁾ ⁽²⁾	By Trust
Common Stock	06/26/2013		C		38,618.63	A	$ 9.7087	343,435.12	I ⁽¹⁾ ⁽²⁾	By Trust
Common Stock	06/26/2013		C		270,326.53	A	$ 9.7087	613,761.65	I ⁽¹⁾ ⁽²⁾	By Trust
Common Stock	06/26/2013		C		618,031.67	A	$ 10.4369	1,231,793.31	I ⁽¹⁾ ⁽²⁾	By Trust
Common Stock	06/26/2013		D⁽¹⁶⁾		1.31	D	$ 17	1,231,792	I ⁽¹⁾ ⁽²⁾	By Trust
Common Stock	06/26/2013		C		702,842.87	A	$ 8.5 ⁽³⁾	702,842.87	I ⁽²⁾ ⁽⁷⁾	By Trust
Common Stock	06/26/2013		C		270,326.53	A	$ 9.7087	973,169.39	I ⁽²⁾ ⁽⁷⁾	By Trust
Common Stock	06/26/2013		D⁽¹⁶⁾		0.39	D	$ 17	973,169	I ⁽²⁾ ⁽⁷⁾	By Trust
Common Stock	06/26/2013		C		407,518.83	A	$ 8.5 ⁽³⁾	407,518.83	I ⁽²⁾ ⁽⁸⁾	By Trust
Common Stock	06/26/2013		C		231,943.7	A	$ 9.7087	639,462.54	I ⁽²⁾ ⁽⁸⁾	By Trust
Common Stock	06/26/2013		D⁽¹⁶⁾		0.54	D	$ 17	639,462	I ⁽²⁾ ⁽⁸⁾	By Trust
Common Stock	06/26/2013		C		1,995,577.66	A	$ 10.4369	2,457,745.77	I ⁽²⁾ ⁽⁹⁾	By Trust
Common Stock	06/26/2013		D⁽¹⁶⁾		0.77	D	$ 17	2,457,745	I ⁽²⁾ ⁽⁹⁾	By Trust
Common Stock	06/26/2013		C		381,784.47	A	$ 8.5 ⁽³⁾	469,334.47	I ⁽²⁾ ⁽¹⁰⁾	By Trusts
Common Stock	06/26/2013		C		147,377.29	A	$ 9.7087	616,711.76	I ⁽²⁾ ⁽¹⁰⁾	By Trusts
Common Stock	06/26/2013		C		87,243.42	A	$ 9.7087	703,955.18	I ⁽²⁾ ⁽¹⁰⁾	By Trusts
Common Stock	06/26/2013		C		361,939.83	A	$ 10.4369	1,065,895.01	I ⁽²⁾ ⁽¹⁰⁾	By Trusts
Common Stock	06/26/2013		D⁽¹⁶⁾		1.01	D	$ 17	1,065,894	I ⁽²⁾ ⁽¹⁰⁾	By Trusts
Common Stock	06/26/2013		C		93,113.8	A	$ 9.7087	93,113.8	I ⁽²⁾ ⁽¹²⁾	By Trusts
Common Stock	06/26/2013		C		597,169.17	A	$ 9.7087	690,282.97	I ⁽²⁾ ⁽¹⁵⁾	By Trusts
Common Stock	06/26/2013		D⁽¹⁶⁾		1.97	D	$ 17	690,281	I ⁽²⁾ ⁽¹⁵⁾	By Trusts
Common Stock	06/26/2013		C		11,596,426.56	A	$ 9.7087	11,596,426.56	I ⁽²⁾ ⁽¹⁴⁾	By LLCs
Common Stock	06/26/2013		D⁽¹⁶⁾		1.56	D	$ 17	11,596,425	I ⁽²⁾ ⁽¹⁴⁾	By LLCs

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class A Senior Convertible Preferred Stock

$ 8.5 ⁽³⁾

06/26/2013

120

01/28/2011

⁽³⁾

Common Stock

163,007.53 ⁽³⁾

⁽³⁾

I ⁽¹⁾ ⁽²⁾

By Trust

Class A Senior Convertible Preferred Stock

$ 9.7087

06/26/2013

33.3

06/30/2011

⁽⁴⁾

Common Stock

38,618.63 ⁽⁴⁾

⁽⁴⁾

I ⁽¹⁾ ⁽²⁾

By Trust

Class B Senior Convertible Preferred Stock

$ 9.7087

06/26/2013

213.21

12/31/2009

⁽⁵⁾

Common Stock

270,326.53 ⁽⁵⁾

⁽⁵⁾

I ⁽¹⁾ ⁽²⁾

By Trust

Junior Convertible Preferred Stock

$ 10.4369

06/26/2013

645.13

12/31/2009

⁽⁶⁾

Common Stock

618,031.67 ⁽⁶⁾

⁽⁶⁾

I ⁽¹⁾ ⁽²⁾

By Trust

Class A Senior Convertible Preferred Stock

$ 8.5 ⁽³⁾

06/26/2013

500

07/01/2010

⁽³⁾

Common Stock

702,842.87 ⁽³⁾

⁽³⁾

I ⁽²⁾ ⁽⁷⁾

By Trust

Class B Senior Convertible Preferred Stock

$ 9.7087

06/26/2013

213.21

12/31/2009

⁽⁵⁾

Common Stock

270,326.53 ⁽⁵⁾

⁽⁵⁾

I ⁽²⁾ ⁽⁷⁾

By Trust

Class A Senior Convertible Preferred Stock

$ 8.5 ⁽³⁾

06/26/2013

300

01/28/2011

⁽³⁾

Common Stock

407,518.83 ⁽³⁾

⁽³⁾

I ⁽²⁾ ⁽⁸⁾

By Trust

Class A Senior Convertible Preferred Stock

$ 9.7087

06/26/2013

200

06/30/2011

⁽⁴⁾

Common Stock

231,943.7 ⁽⁴⁾

⁽⁴⁾

I ⁽²⁾ ⁽⁸⁾

By Trust

Junior Convertible Preferred Stock

$ 10.4369

06/26/2013

2,083.07

12/31/2009

⁽⁶⁾

Common Stock

1,995,577.66 ⁽⁶⁾

⁽⁶⁾

I ⁽²⁾ ⁽⁹⁾

By Trust

Class A Senior Convertible Preferred Stock

$ 8.5 ⁽³⁾

06/26/2013

281.06

01/28/2011

⁽³⁾

Common Stock

381,784.47 ⁽³⁾

⁽³⁾

I ⁽²⁾ ⁽¹⁰⁾

By Trusts

Class A Senior Convertible Preferred Stock

$ 9.7087

06/26/2013

127.08

06/30/2011

⁽⁴⁾

Common Stock

147,377.29 ⁽⁴⁾

⁽⁴⁾

I ⁽²⁾ ⁽¹⁰⁾

By Trusts

Class B Senior Convertible Preferred Stock

$ 9.7087

06/26/2013

68.81

12/31/2009

⁽⁵⁾

Common Stock

87,243.42 ⁽⁵⁾

⁽⁵⁾

I ⁽²⁾ ⁽¹¹⁾

By Trust

Junior Convertible Preferred Stock

$ 10.4369

06/26/2013

377.81

12/31/2009

⁽⁶⁾

Common Stock

361,939.83 ⁽⁶⁾

⁽⁶⁾

I ⁽²⁾ ⁽¹¹⁾

By Trust

Class A Senior Convertible Preferred Stock

$ 9.7087

06/26/2013

80.29

06/30/2011

⁽⁴⁾

Common Stock

93,113.8 ⁽⁴⁾

⁽⁴⁾

I ⁽²⁾ ⁽¹²⁾

By Trust

Class B Senior Convertible Preferred Stock

$ 9.7087

06/26/2013

471

12/31/2009

⁽⁵⁾

Common Stock

597,169.17 ⁽⁵⁾

⁽⁵⁾

I ⁽²⁾ ⁽¹³⁾

By Trust

Class B Senior Convertible Preferred Stock

$ 9.7087

06/26/2013

9,146.35

12/31/2009

⁽⁵⁾

Common Stock

11,596,426.56 ⁽⁵⁾

⁽⁵⁾

I ⁽²⁾ ⁽¹⁴⁾

By LLCs

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
THORNE OAKLEIGH 1250 N. ARLINGTON HEIGHTS ROAD, STE 500 ITASCA, IL 60143	X	X
Thorndale Farm LLC 59 FRONT STREET MILLBROOK, NY 12545		X

Signatures

/s/ Oakleigh Thorne		06/28/2013
^**Signature of Reporting Person		Date
Thorndale Farm, LLC By: /s/ Oakleigh Thorne, Chief Executive Officer		06/28/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Reflects securities held by the Oakleigh L. Thorne Trust Under Agreement dated 12/15/76. Mr. Thorne is a co-trustee of the foregoing trust and the trust has entered into a service agreement with Thorndale Farm, LLC, of which Mr. Thorne is the CEO. As such, Mr. Thorne may be deemed to have beneficial ownership of the shares held by the trust. Mr. Thorne disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein 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.
(2)	Certain of the entities for which securities are reported on this report and certain other entities that hold the issuer's securities have entered into a service agreement with Thorndale Farm, LLC, of which Mr. Thorne is the Chief Executive Officer. As such, Thorndale Farm, LLC and Mr. Thorne may be deemed to have beneficial ownership of the shares held by such entities. Thorndale Farm, LLC and Mr. Thorne disclaim beneficial ownership of such securities except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that either Thorndale Farm, LLC or Mr. Thorne is a beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(3)	Reflects mandatory conversion of Class A Senior Convertible Preferred Stock 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. 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 and other adjustments. Shares issued on conversion reflect 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.
(4)	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 reflect 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.
(5)	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.
(6)	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.
(7)	Reflects securities held by the Oakleigh L. Thorne Trust Under Agreement FBO Oakleigh B. Thorne. Mr. Thorne, as a co-trustee of the foregoing trust, may be deemed to have beneficial ownership of the shares held by the trust. Mr. Thorne disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein 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.
(8)	Reflects securities held by the Oakleigh B. Thorne Dynasty Trust 2011. Mr. Thorne, as a co-trustee of the foregoing trust, may be deemed to have beneficial ownership of the shares held by the trust. Mr. Thorne disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein 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.
(9)	Reflects securities held by the Trust Under Will of O.L. Thorne FBO Oakleigh B. Thorne. Mr. Thorne, as a co-trustee of the foregoing trust, may be deemed to have beneficial ownership of the shares held by the trust. Mr. Thorne disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein 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.
(10)	Reflects securities held by the Oakleigh B. Thorne 2011 3 Year Annuity Trust and the 2005 Restatement of the Oakleigh Thorne Trust dated June 23, 1997. Mr. Thorne, as the trustee of the foregoing trusts, may be deemed to have beneficial ownership of the shares held by the trusts. Mr. Thorne disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein 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.
(11)	Reflects securities held by the 2005 Restatement of the Oakleigh Thorne Trust dated June 23, 1997. Mr. Thorne, as the trustee of the foregoing trust, may be deemed to have beneficial ownership of the shares held by the trust. Mr. Thorne disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein 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.
(12)	Reflects securities held by the Oakleigh B. Thorne May 2012 2-Year Annuity Trust and the Oakleigh B. Thorne 2013 2-Year Annuity Trust.
(13)	Reflects securities held by the Oakleigh B. Thorne 2013 2-Year Annuity Trust, Oakleigh B. Thorne 2012 2-Year Annuity Trust, and Oakleigh B. Thorne September 2012 2-Year Annuity Trust.
(14)	Reflects shares of Class B Senior Convertible Preferred Stock held by TACA Thorne LLC and TACA II Thorne LLC, the sole managing member of both of which is OTAC (Thorne) LLC. Mr. Thorne, as the manager and sole member of OTAC (Thorne) LLC, may be deemed to have beneficial ownership of the shares held by TACA Thorne LLC and TACA II Thorne LLC. Mr. Thorne disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein 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.
(15)	Reflects securities held by the Oakleigh B. Thorne May 2012 2-Year Annuity Trust, Oakleigh B. Thorne 2013 2-Year Annuity Trust, Oakleigh B. Thorne 2012 2-Year Annuity Trust, and Oakleigh B. Thorne September 2012 2-Year Annuity Trust.
(16)	Represents fractional shares of common stock settled in cash.

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Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.