Share Name Share Symbol Market Type
Gogo Inc NASDAQ:GOGO NASDAQ Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.0% 1.98 1.93 2.03 1.99 1.50 1.86 2,557,961 05:00:03

Annual Statement of Changes in Beneficial Ownership (5)

23/01/2020 9:38pm

Edgar (US Regulatory)


FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[X] Form 4 Transactions Reported UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

THORNE OAKLEIGH
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
__X__ Officer (give title below)    _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

63 FRONT STREET, P.O. BOX 258
3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2019 
(Street)

MILLBROOK, NY 12545
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed(MM/DD/YYYY)
 
6. Individual or Joint/Group Filing(Check Applicable Line)

_X_ Form Filed by One Reporting Person
___ 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. Trans. Date2A. Deemed Execution Date, if any3. Trans. 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)
Amount(A) or (D)Price
Common Stock 6/21/2013  P4 (1)100 A$17.66 100 (1)I By Spouse 
Common Stock        1848 D  
Common Stock        25924803 (2)(3)I (2)(3)By LLC 

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. 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
(MM/DD/YYYY)
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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) The Reporting Person's wife acquired 100 shares of common stock on June 21, 2013 prior to her marriage to the Reporting Person on October 18, 2014.
(2) Reflects 25,785,267 shares of common stock held directly by Thorndale Farm Gogo, LLC. Thorndale Farm, Inc. is the managing member of Thorndale Farm Gogo, LLC. Mr. Thorne, as the chief executive officer of Thorndale Farm, Inc., may be deemed to have beneficial ownership of the shares of common stock held by Thorndale Farm, Inc. Mr. Thorne disclaims beneficial ownership of such shares of common stock except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that Mr. Thorne is a beneficial owner of such shares of common stock for purposes of Section 16 or for any other purpose.
(3) Reflects 139,536 shares of common stock held directly by OAP, LLC. As the managing member of OAP, LLC, Mr. Thorne may be deemed to have beneficial ownership of the shares of common stock held by OAP, LLC. Mr. Thorne disclaims beneficial ownerships of such shares of common stock except to the extent of any pecuniary interest and this report shall not be deemed an admission that Mr. Thorne is a beneficial owner of such shares of common stock for purposes of Section 16 or for any other purpose.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
THORNE OAKLEIGH
63 FRONT STREET, P.O. BOX 258
MILLBROOK, NY 12545
XXPresident and CEO

Signatures
By: /s/ Oakleigh Thorne1/23/2020
**Signature of Reporting PersonDate

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