[Form 4] Gogo Inc. Insider Trading Activity

Rhea-AI Filing Summary

Schedule 13D/A Amendment No. 1 Overview — CDP Investissements Inc. (CDPI) and its parent, Caisse de dépôt et placement du Québec (CDPQ), filed an amended Schedule 13D covering their investment in Zevia PBC (ticker: ZVIA). The amendment, dated 30 June 2025 and signed 2 July 2025, updates the ownership levels originally reported in August 2021.

Current Ownership — CDPI is the direct beneficial owner of 20,022,092 Class A common shares, equal to 30.3 % of Zevia’s 66,064,650 outstanding shares (per the issuer’s S-3 filed 28 May 2025). CDPI and CDPQ share both voting and dispositive power over these shares; neither entity holds sole voting or dispositive authority. CDPI’s source of funds is listed as working capital ("WC"); CDPQ’s is classified as "OO" (other).

Reporting Structure — Two reporting persons appear:

• CDP Investissements Inc., a Québec corporation (Type: CO).
• Caisse de dépôt et placement du Québec, a Québec governmental institutional investor (Type: OO).

Key Amendments

• Item 2(f): Updated citizenship details for officers/directors (referenced in Annex A).
• Item 5(a)–(c): Restates the precise share count, percentage ownership, and clarifies that CDPQ’s ownership is indirect through CDPI. Annex B (not provided) lists any share transactions within the last 60 days; the filing states no other transactions were made during that period.

Implications for Investors — With a >30 % stake, CDPI/CDPQ remain Zevia’s dominant outside shareholder. While the filing does not outline new strategic intentions, Schedule 13D (rather than 13G) signals that the investors reserve the right to influence corporate matters. No change in control, material financing, or board action is disclosed in this amendment.

Positive

• Institutional support: CDPI/CDPQ retain a sizeable 30.3 % stake, signalling long-term confidence in Zevia’s prospects.
• Stable ownership: No disclosed share sales in the past 60 days reduces near-term overhang risk.

Negative

• Ownership concentration: A single holder controlling nearly one-third of votes may limit influence of minority shareholders.
• Potential governance risk: Schedule 13D status indicates the investor could actively influence corporate actions, adding uncertainty.

Insights

Equity Market Specialist

TL;DR: CDPQ re-affirms a 30.3 % position in ZVIA; no new purchases, but influence potential remains.

The amendment confirms that CDPI/CDPQ still own roughly a third of Zevia’s float, cementing their role as a cornerstone shareholder. Absence of recent transactions suggests a stable holding pattern rather than an active accumulation or exit. The continued use of Schedule 13D (versus 13G) leaves the door open for governance involvement, which can be constructive if priorities align with minority shareholders. However, at Zevia’s current free float, this concentration can heighten volatility and reduce liquidity. Investors should monitor future 13D amendments for any shift in intent clauses, stand-still agreements, or board nomination activity.

Corporate Governance Analyst

TL;DR: One shareholder controls >30 % of votes—governance dynamics warrant close watch.

The filing underscores that CDPQ, via CDPI, wields shared voting power over 20 million shares with no sole authority split, indicating coordinated decision-making. Such a block can influence strategic direction, executive compensation, or capital allocation without launching a formal control contest. Because the amendment lacks any stated intent to acquire additional shares or seek board seats, immediate governance disruption appears limited. Nonetheless, minority investors face elevated agency risk should CDPQ’s objectives diverge from maximizing public-shareholder value. The filing provides no red flags on litigation or regulatory issues, mitigating downside concerns for now.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ANDERSON MARK M.

(Last) (First) (Middle)

105 EDGEVIEW DRIVE,

STE 300

(Street)

BROOMFIELD CO 80021

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Gogo Inc. [ GOGO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Share Units	(1)	06/30/2025		A		4,087		(2)	(2)	Common Stock	4,087	$0.00	84,846	D

Explanation of Responses:

1. Each deferred share unit represents the contingent right to receive one share of the Company's common stock.

2. These deferred share units were granted on June 30, 2025, and will vest in full on the one-year anniversary of the grant date. The deferred share units will be settled in shares of the Company's common stock following the director's termination of service on the Company's board of directors.

	/s/ Crystal L. Gordon, Attorney-in-Fact for Mark A. Anderson	07/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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FAQ

How many Zevia (ZVIA) shares does CDPQ currently own?

The filing states CDPI/CDPQ beneficially own 20,022,092 Class A shares.

What percentage of Zevia’s outstanding stock does this represent?

It represents approximately 30.3 % of the 66,064,650 shares outstanding as of 2 May 2025.

Does CDPQ have sole or shared voting power over its Zevia shares?

CDPQ, through CDPI, has shared voting and dispositive power; it holds no sole authority.

Why was a Schedule 13D/A filed instead of a Schedule 13G?

A Schedule 13D allows the investor to retain the option of influencing corporate policy or strategy, unlike the passive intent required for a 13G.

Were any recent transactions in ZVIA shares disclosed?

Annex B (referenced but not included) contains transaction details; the amendment notes no additional trades in the last 60 days beyond those listed.