Director-linked GTCR entities add Gogo (GOGO) deferred share units
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Gogo Inc. reported that entities affiliated with GTCR indirectly acquired 14,925 deferred share units linked to its common stock. The award was granted as director compensation to Mark Anderson, an employee of GTCR LLC and a director of Gogo.
Each deferred share unit represents the right to receive one share of Gogo common stock and will vest in full on the one-year anniversary of the March 31, 2026 grant date. Settlement will occur in common shares after Anderson’s service on the board ends. Following this grant, the GTCR-affiliated entities report 119,630 deferred share units, while disclaiming beneficial ownership except to the extent of any pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
GTCR Partners XII/A&C LP, GTCR Investment XII LLC
Role
Director, 10% Owner | Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Deferred Share Units | 14,925 | $0.00 | -- |
Holdings After Transaction:
Deferred Share Units — 119,630 shares (Indirect, See Footnotes)
Footnotes (1)
- Each deferred share unit represents the contingent right to receive one share of the Company's common stock. These deferred share units were granted on March 31, 2026 to Mr. Mark Anderson, a director of the Company, 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. Mr. Anderson is an employee of GTCR LLC, an affiliate of the Reporting Persons. Pursuant to the policies of certain GTCR-affiliated entities, Mr. Anderson must hold these securities on behalf of and for the benefit of the GTCR-affiliated entities. GTCR Partners XII/A&C LP is the general partner of Silver (Equity) Holdings, LP and Silver (XII) Holdings, LP, each of which hold securities of the Company. GTCR Investment XII LLC is the general partner of GTCR Partners XII/A&C LP. GTCR Investment XII LLC is managed by a six-member board of managers (the "GTCR Board of Managers"). Each of the Reporting Persons is a "director by deputization" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. Each of the Reporting Persons and the individual members of the GTCR Board of Managers disclaims beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons or Mr. Anderson is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
Key Figures
Deferred share units granted: 14,925 units
Deferred share units after grant: 119,630 units
Unit-to-share ratio: 1 unit = 1 share
+1 more
4 metrics
Deferred share units granted
14,925 units
Grant to director Mark Anderson on March 31, 2026
Deferred share units after grant
119,630 units
Total reported for GTCR-affiliated entities following transaction
Unit-to-share ratio
1 unit = 1 share
Each deferred share unit equals one Gogo common share
Vesting period
1 year
Units vest on the one-year anniversary of March 31, 2026
Key Terms
Deferred Share Units, director by deputization, pecuniary interest, Section 16
4 terms
director by deputization regulatory
"Each of the Reporting Persons is a "director by deputization" for purposes of Section 16"
pecuniary interest financial
"disclaims beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein"
Section 16 regulatory
"for purposes of Section 16 of the Securities Exchange Act of 1934, as amended"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
FAQ
What insider transaction did Gogo (GOGO) disclose in this Form 4?
Gogo disclosed that GTCR-affiliated entities indirectly received 14,925 deferred share units as compensation for director Mark Anderson. Each unit is tied to one Gogo common share, increasing their reported deferred share unit position to 119,630 units after the grant.
Who is Mark Anderson in relation to Gogo (GOGO) and GTCR?
Mark Anderson is a director of Gogo and an employee of GTCR LLC, an affiliate of the reporting GTCR entities. Under GTCR policies, he must hold the awarded deferred share units for the benefit of GTCR-affiliated entities rather than personally.
Do GTCR entities claim full beneficial ownership of these Gogo (GOGO) securities?
The GTCR-affiliated reporting persons disclaim beneficial ownership of the reported securities, except to the extent of their pecuniary interest. The Form 4 states the report should not be deemed an admission of beneficial ownership for Section 16 or any other purpose.