0000921895-20-003089.txt : 20201120 0000921895-20-003089.hdr.sgml : 20201120 20201120200935 ACCESSION NUMBER: 0000921895-20-003089 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201118 FILED AS OF DATE: 20201120 DATE AS OF CHANGE: 20201120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mudrick Capital Management, L.P. CENTRAL INDEX KEY: 0001655183 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35975 FILM NUMBER: 201334042 BUSINESS ADDRESS: STREET 1: 527 MADISON AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (646) 747 9500 MAIL ADDRESS: STREET 1: 527 MADISON AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mudrick Distressed Opportunity Specialty Fund, L.P. CENTRAL INDEX KEY: 0001656061 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35975 FILM NUMBER: 201334043 BUSINESS ADDRESS: STREET 1: 527 MADISON AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (646) 747-9500 MAIL ADDRESS: STREET 1: 527 MADISON AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mudrick Distressed Opportunity Drawdown Fund II, L.P. CENTRAL INDEX KEY: 0001763080 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35975 FILM NUMBER: 201334044 BUSINESS ADDRESS: STREET 1: C/O MUDRICK CAPITAL MANAGEMENT, L.P. STREET 2: 527 MADISON AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (646) 747-9500 MAIL ADDRESS: STREET 1: C/O MUDRICK CAPITAL MANAGEMENT, L.P. STREET 2: 527 MADISON AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mudrick Distressed Opportunity Fund Global, LP CENTRAL INDEX KEY: 0001813628 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35975 FILM NUMBER: 201334045 BUSINESS ADDRESS: STREET 1: 527 MADISON AVENUE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 646-747-9500 MAIL ADDRESS: STREET 1: 527 MADISON AVENUE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mudrick GP, LLC CENTRAL INDEX KEY: 0001656059 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35975 FILM NUMBER: 201334046 BUSINESS ADDRESS: STREET 1: 527 MADISON AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (646) 747-9500 MAIL ADDRESS: STREET 1: 527 MADISON AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mudrick Distressed Opportunity Drawdown Fund II GP, LLC CENTRAL INDEX KEY: 0001813765 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35975 FILM NUMBER: 201334047 BUSINESS ADDRESS: STREET 1: 527 MADISON AVENUE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 646-747-9500 MAIL ADDRESS: STREET 1: 527 MADISON AVENUE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mudrick Capital Management LLC CENTRAL INDEX KEY: 0001730922 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35975 FILM NUMBER: 201334048 BUSINESS ADDRESS: STREET 1: 527 MADISON AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 6467479500 MAIL ADDRESS: STREET 1: 527 MADISON AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mudrick Jason CENTRAL INDEX KEY: 0001367262 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35975 FILM NUMBER: 201334049 MAIL ADDRESS: STREET 1: C/O MUDRICK CAPITAL MANAGEMENT, L.P. STREET 2: 527 MADISON AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Gogo Inc. CENTRAL INDEX KEY: 0001537054 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 271650905 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 111 N. CANAL ST., SUITE 1500 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 517-5000 MAIL ADDRESS: STREET 1: 111 N. CANAL ST., SUITE 1500 CITY: CHICAGO STATE: IL ZIP: 60606 4 1 form411509006_11202020.xml OWNERSHIP DOCUMENT X0306 4 2020-11-18 0 0001537054 Gogo Inc. GOGO 0001655183 Mudrick Capital Management, L.P. 527 MADISON AVENUE, 6TH FLOOR NEW YORK NY 10022 0 0 1 0 0001656061 Mudrick Distressed Opportunity Specialty Fund, L.P. 527 MADISON AVENUE, 6TH FLOOR NEW YORK NY 10022 0 0 1 0 0001763080 Mudrick Distressed Opportunity Drawdown Fund II, L.P. C/O MUDRICK CAPITAL MANAGEMENT, L.P. 527 MADISON AVENUE, 6TH FLOOR NEW YORK NY 10022 0 0 1 0 0001813628 Mudrick Distressed Opportunity Fund Global, LP 527 MADISON AVENUE 6TH FLOOR NEW YORK NY 10022 0 0 1 0 0001656059 Mudrick GP, LLC 527 MADISON AVENUE, 6TH FLOOR NEW YORK NY 10022 0 0 1 0 0001813765 Mudrick Distressed Opportunity Drawdown Fund II GP, LLC 527 MADISON AVENUE 6TH FLOOR NEW YORK NY 10022 0 0 1 0 0001730922 Mudrick Capital Management LLC 527 MADISON AVENUE, 6TH FLOOR NEW YORK NY 10022 0 0 1 0 0001367262 Mudrick Jason C/O MUDRICK CAPITAL MANAGEMENT, L.P. 527 MADISON AVENUE, 6TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock, par value $0.0001 per share 2020-11-18 4 S 0 233800 10.4376 D 8493014 I See footnote Common Stock, par value $0.0001 per share 2020-11-19 4 S 0 213390 9.9660 D 8279624 I See footnote Common Stock, par value $0.0001 per share 2020-11-20 4 S 0 20650 9.9065 D 8258974 I See footnote Call Options (obligation to sell at purchaser's option) 11 2020-11-18 4 S 0 2000 1.4000 D 2021-01-15 Common Stock, par value $0.0001 per share 200000 2000 I See footnote Call Options (obligation to sell at purchaser's option) 12 2020-11-18 4 S 0 2503 1.0001 D 2021-01-15 Common Stock, par value $0.0001 per share 250300 2503 I See footnote Call Options (obligation to sell at purchaser's option) 10 2020-11-19 4 S 0 3000 1.3583 D 2021-01-15 Common Stock, par value $0.0001 per share 300000 3000 I See footnote 6.00% CONVERTIBLE SENIOR NOTES DUE 2022 2020-11-19 4 S 0 400000 175.0058 D 2022-05-15 Common Stock, par value $0.0001 per share 66667 9744000 I See footnote 6.00% CONVERTIBLE SENIOR NOTES DUE 2022 2020-11-20 4 S 0 2895000 169.0000 D 2022-05-15 Common Stock, par value $0.0001 per share 482500 6849000 I See footnote This Form 4 is filed jointly by Mudrick Distressed Opportunity Specialty Fund, L.P. ("Specialty LP"), Mudrick Distressed Opportunity Drawdown Fund II, L.P. ("Drawdown II LP"), Mudrick Distressed Opportunity Fund Global, L.P. ("Global LP"), Mudrick GP, LLC ("Mudrick GP"), Mudrick Distressed Opportunity Drawdown Fund II GP, LLC ("Drawdown II GP"), Mudrick Capital Management, L.P. ("MCM"), Mudrick Capital Management, LLC ("MCM GP"), and Jason Mudrick. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Securities beneficially owned by MCM. Mudrick GP is the general partner of Specialty LP and Global LP and may be deemed the beneficial owner of the securities beneficially owned by Specialty LP and Global LP. Drawdown II GP is the general partner of Drawdown II LP and may be deemed the beneficial owner of the securities beneficially owned by Drawdown II LP. MCM is the investment manager to Specialty LP, Drawdown II LP, Global LP and certain managed accounts. MCM GP is the general partner of MCM. Mr. Mudrick is the sole member of Mudrick GP, Drawdown II GP and MCM GP. By virtue of these relationships, each of MCM, MCM GP and Mr. Mudrick may be deemed the beneficial owner of the securities beneficially owned by Specialty LP, Drawdown II LP, Global LP and certain managed accounts. The price reported is a weighted average price. The Common Stock was disposed of in multiple transactions at prices ranging from $10.0400 to $11.0250, inclusive. The Reporting Persons undertake 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 of Common Stock sold at each separate price within the ranges set forth in this footnote. The price reported is a weighted average price. The Common Stock was disposed of in multiple transactions at prices ranging from $9.7650 to $10.2100, inclusive. The Reporting Persons undertake 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 of Common Stock sold at each separate price within the ranges set forth in this footnote. The price reported is a weighted average price. The Common Stock was disposed of in multiple transactions at prices ranging from $9.8150 to $10.0500, inclusive. The Reporting Persons undertake 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 of Common Stock sold at each separate price within the ranges set forth in this footnote. Such options are exercisable as of November 18, 2020 and were immediately exercisable upon their acquisition. Such options are exercisable as of November 19, 2020 and were immediately exercisable upon their acquisition. The initial conversion rate of the Notes is 166.6667 shares of common stock per $1,000 principal amount of Notes, which corresponds to an initial conversion price of approximately $6.00 per share and represents a conversion premium of approximately 20.0% over the last reported sale price of the Company's common stock of $5.00 per share on The NASDAQ Global Select Market on November 16, 2018. The Notes will be convertible prior to January 15, 2022, only under certain circumstances (as set forth in the Indenture) and thereafter at any time. The Notes will bear interest at a rate of 6.00% per year, payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2019. The Notes will mature on May 15, 2022, unless earlier repurchased by the Company or converted. MUDRICK CAPITAL MANAGEMENT, L.P.; By Mudrick Capital Management, LLC; By: /s/ Jason Mudrick 2020-11-20 MUDRICK DISTRESSED OPPORTUNITY SPECIALTY FUND, L.P.; By: Mudrick GP, LLC; By: /s/ Jason Mudrick 2020-11-20 MUDRICK DISTRESSED OPPORTUNITY DRAWDOWN FUND II, L.P.; By; Mudrick Distressed Opportunity Drawdown Fund II GP, LLC; By: /s/ Jason Mudrick 2020-11-20 MUDRICK DISTRESSED OPPORTUNITY FUND GLOBAL, L.P.; By: Mudrick GP, LLC; By: /s/ Jason Mudrick 2020-11-20 MUDRICK GP, LLC; By: /s/ Jason Mudrick 2020-11-20 MUDRICK DISTRESSED OPPORTUNITY DRAWDOWN FUND II GP, LLC; By: /s/ Jason Mudrick 2020-11-20 MUDRICK CAPITAL MANAGEMENT, LLC; By: /s/ Jason Mudrick 2020-11-20 By: /s/ Jason Mudrick 2020-11-20