13D Filing: Senator Investment Group and Gogo Inc. (GOGO)

Item 5.

INTEREST IN SECURITIES OF THE ISSUER

(a)

See rows (11) and (13) of the
cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and the percentage of the Common Stock
beneficially owned by each of the Reporting Persons. The percentage reported in this Schedule 13D is calculated
based upon the 86,843,928 shares of Common Stock to be outstanding as of February 16, 2018, as reported in the Issuer’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the Securities and Exchange Commission on
February 22, 2018.

(b)

See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

(c)

Except as set forth on Schedule 1 attached hereto, there have been no transactions with respect to the shares of Common Stock during the sixty days prior to the date of this Schedule 13D by any of the Reporting Persons.

(d)

The Funds and their partners and stockholders have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock reported herein in accordance with their respective ownership interests in the Funds. Senator Global Opportunity Master Fund LP, a Fund, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of the Common Stock.

(e)

Not applicable.

13D Filing: Senator Investment Group and Gogo Inc. (GOGO)

Published on March 20, 2018 at 10:12 am by Insider Monkey Staff in Hedge Funds

Page 6 of 9 – SEC Filing

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Item 6.	CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

	Other than as described in Item 4 and the Joint Filing Agreement attached as Exhibit 1 hereto, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons named in Item 2 and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the shares of Common Stock, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

Item 7.	MATERIAL TO BE FILED AS EXHIBITS

	Exhibit 1: Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Act.