[X]

  Rule 13d-1(b)

[   ]

  Rule 13d-1(c)

[   ]

  Rule 13d-1(d)

CUSIP NO.  38046C109

Page 2 of 8 Pages

1.

Names of Reporting Persons

2.

Check the Appropriate Box If a Member of a Group (See Instructions)

a.  

[   ]

b.  

[   ]

3.

SEC Use Only

4.

Citizenship or Place of Organization

 

5.

Sole Voting Power

Number of

Shares

 

8,387,500

Beneficially

Owned By

Each

6.

Shared Voting Power

0

Reporting

Person

With

7.

Sole Dispositive Power

8,387,500

 

8.

Shared Dispositive Power

 

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

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)

12.

Type of Reporting Person (See Instructions)

CUSIP NO.  38046C109

Page 3 of 8 Pages

1.

Names of Reporting Persons

2.

Check the Appropriate Box If a Member of a Group (See Instructions)

a.  

[   ]

b.  

[   ]

3.

SEC Use Only

4.

Citizenship or Place of Organization

 

5.

Sole Voting Power

Number of

Shares

 

8,387,500

Beneficially

Owned By

Each

6.

Shared Voting Power

0

Reporting

Person

With

7.

Sole Dispositive Power

8,387,500

 

8.

Shared Dispositive Power

 

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

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)

12.

Type of Reporting Person (See Instructions)

CUSIP NO.  38046C109

Page 4 of 8 Pages

1.

Names of Reporting Persons

2.

Check the Appropriate Box If a Member of a Group (See Instructions)

a.  

[   ]

b.  

[   ]

3.

SEC Use Only

4.

Citizenship or Place of Organization

 

5.

Sole Voting Power

Number of

Shares

 

              8,387,500

 

Beneficially

Owned By

Each

6.

Shared Voting Power

0

Reporting

Person

With

7.

Sole Dispositive Power

              8,387,500

 

 

8.

Shared Dispositive Power

 

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

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)

12.

Type of Reporting Person (See Instructions)

CUSIP NO.  38046C109

Page 5 of 8 Pages

Item 1(a).

Name of Issuer:

 

 

 

Gogo Inc. (the "Issuer").

 

 

Item 1(b).

Address of the Issuer's Principal Executive Offices:

 

 

 

111 North Canal St., Suite 1500

 

Chicago, IL 60606

 

 

Item 2(a).

Name of Person Filing

 

 

 

The Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

i)  

Stelliam Investment Management, LP (“Stelliam Investment Management”);

ii)  

Stelliam GP LLC (“Stelliam GP”); and

iii)  

Ross Margolies (“Mr. Margolies”).

 

This statement relates to Shares (as defined herein) held for the account of Stelliam Master Fund, L.P., a Cayman Islands exempted limited partnership (the “Master Fund”), Stelliam Master Long Fund, L.P., a Cayman Islands exempted limited partnership (the “Long Fund”), Stelliam Opportunity Fund LP (the “Opportunity Fund”) and a certain other fund for which Stelliam Investment Management provides investment management or investment advice (the “Other Fund”, and together with the Master Fund, Long Fund and the Opportunity Fund, the “Funds”). Stelliam Investment Management serves as investment manager of the Master Fund, Long Fund and Opportunity Fund and sub-adviser to the Other Fund, Stelliam GP is the general partner of Stelliam Investment Management, and Mr. Margolies is the managing member of Stelliam GP. Each of Stelliam Investment Management, Stelliam GP, and Mr. Margolies, in the capacities set forth above, may be deemed to be the beneficial owner of Shares held for the account of the Funds.

Item 2(b).

Address of Principal Business Office or, if None, Residence:

 

 

 

The address and principal business office of each of the Reporting Persons is 12 East 49th Street, 22nd Floor, New York, New York 10017.

Item 2(c).

Citizenship:

i)  

Stelliam Investment Management is a Delaware limited partnership;

ii)  

Stelliam GP is a Delaware limited liability company; and

iii)  

Mr. Margolies is a United States citizen.

Item 2(d).

Title of Class of Securities:

 

 

Common Stock, Par Value $0.0001 per share (the “Shares”).

 

Item 2(e).

CUSIP Number:

 

 

 

38046C109

CUSIP NO.  38046C109

Page 6 of 8 Pages

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

 

(e)           Stelliam Investment Management is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940.

 

 

 

(g)           Stelliam GP and Mr. Margolies are control persons of Stelliam Investment Management.

 

 

Item 4.

Ownership:

 

 

Item 4(a).

Amount Beneficially Owned:

 

 

 

As of December 31, 2017, each of the Reporting Persons may be deemed to be the beneficial owner of 8,387,500 Shares.

 

 

Item 4(b).

Percent of Class:

 

 

 

As of December 31, 2017, each of the Reporting Persons may be deemed to be the beneficial owner of 9.7% of the total number of Shares outstanding.

 

 

Item 4(c).

Number of shares as to which such person has:

 

 

 

 

(i)

Sole power to vote or direct the vote

8,387,500

 

(ii)

Shared power to vote or to direct the vote

0

 

(iii)

Sole power to dispose or to direct the disposition of

8,387,500

 

(iv)

Shared power to dispose or to direct the disposition of

0

 

 

(i)

Sole power to vote or direct the vote

8,387,500

 

(ii)

Shared power to vote or to direct the vote

0

 

(iii)

Sole power to dispose or to direct the disposition of

8,387,500

 

(iv)

Shared power to dispose or to direct the disposition of

0

 

 

(i)

Sole power to vote or direct the vote

8,387,500

 

(ii)

Shared power to vote or to direct the vote

0

 

(iii)

Sole power to dispose or to direct the disposition of

8,387,500

 

(iv)

Shared power to dispose or to direct the disposition of

0

CUSIP NO.  38046C109

Page 7 of 8 Pages

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 any of the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [   ].

 

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

 

 

 

The partners of the Funds that participate in the investment in the Issuer have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held by the Funds pro rata in accordance with their respective ownership interests in the Funds.

 

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

 

 

 

This Item 7 is not applicable.

 

 

Item 8.

Identification and Classification of Members of the Group:

 

 

 

This Item 8 is not applicable.

 

 

Item 9.

Notice of Dissolution of Group:

 

 

 

This Item 9 is not applicable.

 

 

Item 10.

Certification:

 

By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

CUSIP NO.  38046C109

Page 8 of 8 Pages

Date:  February 13, 2018

STELLIAM INVESTMENT MANAGEMENT, LP

 

 

 

By:  /s/ Leon Hirth

 

Leon Hirth

 

General Counsel

Date:  February 13, 2018

STELLIAM GP LLC

 

 

 

By:  /s/ Ross Margolies

 

Ross Margolies

 

Managing Member

Date:  February 13, 2018

ROSS MARGOLIES

 

 

 

By:  /s/ Ross Margolies