Zachary Cotner - Mar 14, 2025 Form 4 Insider Report for Gogo Inc. (GOGO)

Role
Chief Financial Officer
Signature
/s/ Crystal L. Gordon, Attorney-in-Fact for Zachary Cotner
Stock symbol
GOGO
Transactions as of
Mar 14, 2025
Transactions value $
$0
Form type
4
Date filed
3/18/2025, 04:02 PM
Previous filing
Dec 13, 2024
Next filing
Mar 25, 2025
SEC
View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction GOGO Restricted Stock Units Award $0 +50K $0.00 50K Mar 14, 2025 Common Stock 50K Direct F1, F2
transaction GOGO Performance Stock Units Award $0 +50K $0.00 50K Mar 14, 2025 Common Stock 50K Direct F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Restricted stock units ("RSUs") and performance stock units ("PSUs") each convert into common stock on a one-for-one basis.
F2 On March 14, 2025, the reporting person was granted 50,000 RSUs, vesting in five equal annual installments on the first five anniversaries of December 3, 2024, subject to continued employment with the Company.
F3 On March 14, 2025, the reporting person was granted 50,000 PSUs. The PSUs will vest (i) 25% upon the earlier of (a) the Company's achievement, as certified by its compensation committee, of an Average Stock Price (as defined in the applicable award agreement) of at least $20.00 and (b) the consummation of a Change in Control (as defined in the applicable award agreement) pursuant to which the Change in Control Price (as defined in the applicable award agreement) is at least $20.00 per share, and (ii) 25% upon the earlier of (a) the Company's achievement, as certified by its compensation committee, of an Average Stock Price of at least $25.00 per share and (2) the consummation of a Change in Control pursuant to which the Change in Control Price is at least $25.00 per share, in each case subject to continued employment with the Company.

Remarks:

As previously disclosed, the RSUs and PSUs were granted pursuant to an inducement award agreement outside of the issuer's 2024 Omnibus Equity Incentive Plan as a material inducement to the reporting person's acceptance of employment with the issuer in accordance with Nasdaq Listing Rule 5635(c)(4).