0001104659-23-021639.txt : 20230214 0001104659-23-021639.hdr.sgml : 20230214 20230214161541 ACCESSION NUMBER: 0001104659-23-021639 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230214 DATE AS OF CHANGE: 20230214 GROUP MEMBERS: MS. CONCEPCION CALLEJA DELEGIDO SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87523 FILM NUMBER: 23629497 BUSINESS ADDRESS: STREET 1: 105 EDGEVIEW DR., SUITE 300 CITY: BROOMFIELD STATE: CO ZIP: 80021 BUSINESS PHONE: (303) 301-3271 MAIL ADDRESS: STREET 1: 105 EDGEVIEW DR., SUITE 300 CITY: BROOMFIELD STATE: CO ZIP: 80021 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sancarin S.L. CENTRAL INDEX KEY: 0001719700 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: BUSINESS PHONE: 0034911423940 MAIL ADDRESS: STREET 1: PASEO DE LA CASTELLANA, 35 ? PLANTA 7 CITY: MADRID STATE: U3 ZIP: 28046 SC 13G 1 tm236792d2_sc13g.htm SC 13G

 

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1 – Exit Filing)*

 

Gogo Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)

 

  38046C109
  (CUSIP Number)
 
February 13, 2023
(Date of Event Which Requires Filing of This Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

  ¨ Rule 13d-1(b)
     
  x Rule 13d-1(c)
     
  ¨ Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

  

CUSIP No. 38046C109
1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

Sancarin S.L.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) ¨

(b) x

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Spain

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH
REPORTING

PERSON WITH:

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,958,245

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,958,245

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,958,245

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.32%1

12

TYPE OF REPORTING PERSON (see instructions)

OO

         

 

 

 

CUSIP No. 38046C109
1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

Ms. Concepcion Calleja Delegido

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) ¨

(b) x

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Spain

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH
REPORTING

PERSON WITH:

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,958,245

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,958,245

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,958,245

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.32%2

12

TYPE OF REPORTING PERSON (see instructions)

IN

         

 

 

1 Based upon a total of 127,270,258 outstanding shares of the Issuer’s common stock as of October 28, 2022, as reported in the Issuer’s Form 10-Q filed with the SEC on November 3, 2022. This filing constitutes an exit filing as the reporting person has ceased to be the beneficial owner of more than 5 percent of the referenced class of securities.

2 Based upon a total of 127,270,258 outstanding shares of the Issuer’s common stock as of October 28, 2022, as reported in the Issuer’s Form 10-Q filed with the SEC on November 3, 2022. This filing constitutes an exit filing as the reporting person has ceased to be the beneficial owner of more than 5 percent of the referenced class of securities.

 

 

 

 

Item 1(a). Name of Issuer:
   
  Gogo Inc.
   
Item 1(b). Address of Issuer’s Principal Executive Offices:

 

  105 Edgeview Dr., Suite 300
Broomfield, CO 80021
     
Item 2(a). Name of Person Filing:
   
  Sancarin S.L.
   
  Ms. Concepcion Calleja Delegido
   
Item 2(b). Address of Principal Business Office or, if none, Residence:
   
  Parque empresarial MINIPARC I, Calle Azalea, 1, Edificio A, 2A, 28019, Madrid, Spain
   
Item 2(c). Citizenship:
   
  Sancarin S.L. is sociedad limitada organized under the laws of Spain.
Ms. Concepcion Calleja Delegido is a citizen of Spain.
   
Item 2(d). Title of Class of Securities:
   
  Common Stock, par value of $.0001 per share
   
Item 2(e). CUSIP Number: 38046C109

 

Item 3. Not applicable  
     
Item 4. Ownership.
   
  Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
   
  (a) Amount Beneficially Owned by Sancarin S.L.: 2,958,245
  (b) Percent of Class: 2.32%
  (c) Number of shares as to which such person has:
    (i) sole power to vote or to direct the vote: 0
    (ii) shared power to vote or to direct the vote: 2,958,245
    (iii) sole power to dispose or to direct the disposition of: 0
    (iv) shared power to dispose or to direct the disposition of: 2,958,245
         
  Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
   
  (a) Amount Beneficially Owned by Ms. Concepcion Calleja Delegido: 2,958,245
  (b) Percent of Class: 2.32%
  (c) Number of shares as to which such person has:
    (i) sole power to vote or to direct the vote: 0
    (ii) shared power to vote or to direct the vote: 2,958,245
    (iii) sole power to dispose or to direct the disposition of: 0
    (iv) shared power to dispose or to direct the disposition of: 2,958,245

  

Item 5. Ownership of Five Percent or Less of a Class.

 

  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.
   
  No.

 

 

 

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
   
  Not applicable.
   
Item 8. Identification and Classification of Members of the Group.
   
  Not applicable.
   
Item 9. Notice of Dissolution of Group.
   
  Not applicable.
   
Item 10. Certification.
   
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

 

  

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2023

 

Sancarin S.L.  
   
By: /s/ Oscar Gonzalez Delgado  
  Name: Oscar Gonzalez Delgado  
  Title: CEO  
    
Ms. Concepcion Calleja Delegido  
   
/s/ Concepcion Calleja Delegido  
By: Concepcion Calleja Delegido  

 

 

 

 JOINT FILING AGREEMENT

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that s/he or it knows or has reason to believe that such information is inaccurate.

 

Dated: February 14, 2023

 

Sancarin S.L.  
   
By: /s/ Oscar Gonzalez Delgado  
  Name: Oscar Gonzalez Delgado  
  Title: CEO  
    
Ms. Concepcion Calleja Delegido  
   
/s/ Concepcion Calleja Delegido  
By: Concepcion Calleja Delegido