SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
THORNE OAKLEIGH

(Last) (First) (Middle)
1250 N. ARLINGTON HEIGHTS ROAD, STE 500

(Street)
ITASCA IL 60143

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
08/13/2014
4. If Amendment, Date of 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
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)
Code V Amount (A) or (D) Price
Common Stock 05/07/2014 G V 114,429 (1) D $0 0 (15) I (1) By Trust
Common Stock 08/06/2014 G V 40,983 (2) D $0 0 (16) I (2) By Trusts
Common Stock 08/13/2014 P 2,766 A $14.5 (3) 15,767 I (4) (5) By Trusts
Common Stock 08/14/2014 P 5,532 A $14.59 21,299 I (5) (6) By Trusts
Common Stock 808,838 I (5) (7) By Trust
Common Stock 139,536 I (5) (8) By LLC
Common Stock 1,231,791 I (5) (9) By Trust
Common Stock 973,169 I (5) (10) By Trust
Common Stock 639,461 I (5) (11) By Trust
Common Stock 2,457,745 I (5) (12) By Trust
Common Stock 797,191 I (5) (13) By Trusts
Common Stock 11,596,425 I (5) (14) By LLCs
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
THORNE OAKLEIGH

(Last) (First) (Middle)
1250 N. ARLINGTON HEIGHTS ROAD, STE 500

(Street)
ITASCA IL 60143

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Thorndale Farm LLC

(Last) (First) (Middle)
59 FRONT STREET

(Street)
MILLBROOK NY 12545

(City) (State) (Zip)
Explanation of Responses:
1. Represents the mandatory transfer at the end of the annuity period of the remaining shares held by Oakleigh B. Thorne 2011 3-Year Annuity Trust to certain members of, and trusts for the benefit of certain members of, Mr. Thorne's family. The information set forth above corrects the end of period holdings of such trust as of May 16, 2014 set forth on the Reporting Person's Form 4 dated such date.
2. Represents the mandatory transfer at the end of the annuity period of the remaining shares held by the Oakleigh B. Thorne 2012 2-Year Annuity Trust and the Oakleigh B. Thorne May 2012 2-Year Annuity Trust to certain members of, and trusts for the benefit of certain members of, Mr. Thorne's family.
3. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $14.49 to $14.50, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
4. Reflects 9,180 shares held by the Thorne OHT 1995 Trust, of which Mr. Thorne's son is a beneficiary, and 6,587 shares held by the Thorne KFT 1997 Trust, of which Mr. Thorne's daughter is a beneficiary. 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 shares for purposes of Section 16 or for any other purpose.
5. Certain of the entities for which shares are reported on this report and certain other entities that hold the issuer's shares 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 shares 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 shares for purposes of Section 16 or for any other purpose.
6. Reflects 12,682 shares held by the Thorne OHT 1995 Trust, of which Mr. Thorne's son is a beneficiary, and 8,617 shares held by the Thorne KFT 1997 Trust, of which Mr. Thorne's daughter is a beneficiary. 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 shares for purposes of Section 16 or for any other purpose.
7. Reflects shares 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 shares for purposes of Section 16 or for any other purpose. Reflects transfers from the Oakleigh B. Thorne 2011 3-Year Annuity Trust, the Oakleigh B. Thorne 2012 2-Year Annuity Trust and the Oakleigh B. Thorne May 2012 2-Year Annuity Trust, each exempt under Rule 16a-13.
8. Reflects shares of common stock held by OAP, LLC. Mr. Thorne, as the managing member of OAP, LLC, may be deemed to have beneficial ownership of the shares held by OAP, 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 shares for purposes of Section 16 or for any other purpose.
9. Reflects shares held by the Oakleigh L. Thorne Trust Under Agreement dated 12/15/76. 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 shares for purposes of Section 16 or for any other purpose.
10. Reflects shares 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 shares for purposes of Section 16 or for any other purpose.
11. Reflects shares 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 shares for purposes of Section 16 or for any other purpose.
12. Reflects shares 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 shares for purposes of Section 16 or for any other purpose.
13. Reflects shares held by the Oakleigh B. Thorne 2013 2-Year Annuity Trust, Oakleigh B. Thorne September 2012 2-Year Annuity Trust, Oakleigh B. Thorne November 2013 3-Year Annuity Trust, Oakleigh B. Thorne May 2014 2-Year Annuity Trust and Oakleigh B. Thorne August 2014 2-Year Annuity Trust. Reflects transfer from the Oakleigh B. Thorne 2011 3-Year Annuity Trust to the Oakleigh B. Thorne May 2014 2-Year Annuity Trust and to the 2005 Restatement of the Oakleigh Thorne Trust dated June 23, 1997, and transfers from the Oakleigh B. Thorne 2012 2-Year Annuity Trust, the Oakleigh B. Thorne May 2012 2-Year Annuity Trust and Oakleigh B. Thorne 2013 2-Year Annuity Trust to the Oakleigh B. Thorne August 2014 2-Year Annuity Trust and to the 2005 Restatement of the Oakleigh Thorne Trust dated June 23, 1997, each exempt under Rule 16a-13.
14. Reflects shares 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 shares for purposes of Section 16 or for any other purpose.
15. End of period holdings reflects transfers from the Oakleigh B. Thorne 2011 3-Year Annuity Trust to the Oakleigh B. Thorne May 2014 2-Year Annuity Trust and to the 2005 Restatement of the Oakleigh Thorne Trust dated June 23, 1997, each exempt under Rule 16a-13.
16. End of period holdings reflects transfers from the Oakleigh B. Thorne 2012 2-Year Annuity Trust and the Oakleigh B. Thorne May 2012 2-Year Annuity Trust to the Oakleigh B. Thorne August 2014 2-Year Annuity Trust and to the 2005 Restatement of the Oakleigh Thorne Trust dated June 23, 1997, each exempt under Rule 16a-13.
/s/ Oakleigh Thorne 08/15/2014
Thorndale Farm, LLC By: /s/ Oakleigh Thorne, Chief Executive Officer 08/15/2014
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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