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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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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) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Options (Right to Buy) | $ 9.39 | 03/04/2018 | A | 700,000 | (1) | 03/04/2028 | Common Stock | 700,000 | $ 0 | 700,000 | D | ||||
Restricted Stock Units | (2) | 03/04/2018 | A | 13,250 | (3) | (3) | Common Stock | 13,250 | $ 0 | 13,250 | D | ||||
Options (Right to Buy) | $ 9.39 | 03/04/2018 | A | 86,750 | (4) | 03/04/2028 | Common Stock | 86,750 | $ 0 | 86,750 | D | ||||
Performance Restricted Stock Units | (5) | 03/04/2018 | A | 13,250 | (6) | (6) | Common Stock | 13,250 | $ 0 | 13,250 | D | ||||
Performance Options (Right to Buy) | $ 9.39 | 03/04/2018 | A | 86,750 | (7) | 03/04/2028(7) | Common Stock | 86,750 | $ 0 | 86,750 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
THORNE OAKLEIGH 111 N. CANAL STREET, STE 1500 CHICAGO, IL 60606 |
X | X | President and CEO |
/s/ Margee Elias, Attorney-in-Fact for Oakleigh Thorne | 03/06/2018 | |
**Signature of Reporting Person | Date |
* | 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) | These options were granted on March 4, 2018 and are scheduled to vest as follows: (i) 25% of the options vest on the first anniversary of the grant date and (ii) the remaining 75% of the options vest in equal monthly installments on the three year period beginning immediately following the first anniversary of the grant date, in each case, subject to continued employment with the Company. |
(2) | Each restricted stock unit represents the contingent right to receive one share of the Company's common stock or its equivalent value in cash. |
(3) | These restricted stock units vest in four equal installments on the first four anniversaries of March 4, 2018, subject to continued employment with the Company. |
(4) | These options were granted on March 4, 2018 and are scheduled to vest and become exercisable in four equal annual installments on the first four anniversaries of the grant date, subject to continued employment with the Company. |
(5) | Each performance restricted stock unit represents the contingent right to receive one share of the Company's common stock or its equivalent value in cash. |
(6) | The performance restricted stock units vest and are settled when they have both time vested and performance vested as follows: (i) the performance restricted stock units time vest in equal annual installments on the first four anniversaries of March 4, 2018 and (ii) the performance restricted stock units performance vest at such time, if any, as the per share closing price of Gogo common stock on the NASDAQ market during the period beginning on the grant date and ending on the fourth anniversary of March 4, 2018 equals or exceeds $25 for a period of 30 consecutive trading days. Any performance restricted stock unit that has not performance vested by March 4, 2022 shall be forfeited. |
(7) | The performance options vest and become exercisable when they have both time vested and performance vested as follows: (i) the performance options time vest in equal annual installments on the first four anniversaries of March 4, 2018 and (ii) the performance options performance vest at such time, if any, as the per share closing price of Gogo common stock on the NASDAQ market during the period beginning on the grant date and ending on the fourth anniversary of March 4, 2018 equals or exceeds $25 for a period of 30 consecutive trading days. Any performance option that has not performance vested by March 4, 2022 shall be forfeited. |