Filing Details
- Accession Number:
- 0001011438-19-000111
- Form Type:
- 13G Filing
- Publication Date:
- 2019-08-21 12:25:33
- Filed By:
- Stelliam Investment Management
- Company:
- Gogo Inc. (NASDAQ:GOGO)
- Filing Date:
- 2019-08-21
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| STELLIAM INVESTMENT MANAGEMENT | 0 | 0 | 0 | 0 | 0% | |
| STELLIAM GP | 0 | 0 | 0 | 0 | 0% | |
| ROSS MARGOLIES | 0 | 0 | 0 | 0 | 0% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
GOGO INC.
(Name of Issuer)
Common Stock, Par Value $0.0001 Per Share
(Title of Class of Securities)
38046C109
(CUSIP Number)
N/A
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| [X] | Rule 13d-1(b) |
| [ ] | Rule 13d-1(c) |
| [ ] | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Continued on following pages
Page 1 of 8 Pages
| CUSIP NO. 38046C109 | Page 2 of 8 Pages |
| 1. | Names of Reporting Persons |
STELLIAM INVESTMENT MANAGEMENT, LP
| 2. | Check the Appropriate Box If a Member of a Group (See Instructions) |
| a. | [ ] |
| b. | [ ] |
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization |
DELAWARE
| | 5. | Sole Voting Power |
| Number of Shares | | 0 |
| Beneficially Owned By Each | 6. | Shared Voting Power 0 |
| Reporting Person With | 7. | Sole Dispositive Power 0 |
| | 8. | Shared Dispositive Power |
| | | 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
0
| 10. | Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
[ ]
| 11. | Percent of Class Represented By Amount in Row (9) |
0%
| 12. | Type of Reporting Person (See Instructions) |
PN, IA
| CUSIP NO. 38046C109 | Page 3 of 8 Pages |
| 1. | Names of Reporting Persons |
STELLIAM GP LLC
| 2. | Check the Appropriate Box If a Member of a Group (See Instructions) |
| a. | [ ] |
| b. | [ ] |
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization |
DELAWARE
| | 5. | Sole Voting Power |
| Number of Shares | | 0 |
| Beneficially Owned By Each | 6. | Shared Voting Power 0 |
| Reporting Person With | 7. | Sole Dispositive Power 0 |
| | 8. | Shared Dispositive Power |
| | | 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
0
| 10. | Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
[ ]
| 11. | Percent of Class Represented By Amount in Row (9) |
0%
| 12. | Type of Reporting Person (See Instructions) |
OO, HC
| CUSIP NO. 38046C109 | Page 4 of 8 Pages |
| 1. | Names of Reporting Persons |
ROSS MARGOLIES
| 2. | Check the Appropriate Box If a Member of a Group (See Instructions) |
| a. | [ ] |
| b. | [ ] |
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization |
UNITED STATES
| | 5. | Sole Voting Power |
| Number of Shares | | 0 |
| Beneficially Owned By Each | 6. | Shared Voting Power 0 |
| Reporting Person With | 7. | Sole Dispositive Power 0 |
| | 8. | Shared Dispositive Power |
| | | 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
0
| 10. | Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
[ ]
| 11. | Percent of Class Represented By Amount in Row (9) |
0%
| 12. | Type of Reporting Person (See Instructions) |
IN, HC
| CUSIP NO. 38046C109 | Page 5 of 8 Pages |
| Item 1(a). | Name of Issuer: |
| | |
| | Gogo Inc. (the "Issuer"). |
| | |
| Item 1(b). | Address of the Issuer's Principal Executive Offices: |
| | |
| | 111 North Canal St., Suite 1500 |
| | Chicago, IL 60606 |
| | |
| Item 2(a). | Name of Person Filing |
| | |
| | The Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”): |
| i) | Stelliam Investment Management, LP (“Stelliam Investment Management”); |
| ii) | Stelliam GP LLC (“Stelliam GP”); and |
| iii) | Ross Margolies (“Mr. Margolies”). |
| | This statement relates to Shares (as defined herein) that were held for the accounts of Stelliam Master Fund, L.P., a Cayman Islands
exempted limited partnership (the “Master Fund”), Stelliam Master Long Fund, L.P., a Cayman Islands exempted limited partnership (the “Long Fund”), Stelliam Opportunity Fund LP (the “Opportunity Fund”) and a certain other fund for which
Stelliam Investment Management provides investment management or investment advice (the “Other Fund”, and together with the Master Fund, Long Fund and the Opportunity Fund, the “Funds”). Stelliam Investment Management serves as investment
manager of the Master Fund, Long Fund and Opportunity Fund and sub-adviser to the Other Fund, Stelliam GP is the general partner of Stelliam Investment Management, and Mr. Margolies is the managing member of Stelliam GP. Each of Stelliam
Investment Management, Stelliam GP, and Mr. Margolies, in the capacities set forth above, may have been deemed to have been the beneficial owner of Shares that were held for the accounts of the Funds. |
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
| | |
| | The address and principal business office of each of the Reporting Persons is 900 Third Avenue, Suite 1100, New York, NY 10022. |
| Item 2(c). | Citizenship: |
| i) | Stelliam Investment Management is a Delaware limited partnership; |
| ii) | Stelliam GP is a Delaware limited liability company; and |
| iii) | Mr. Margolies is a United States citizen. |
| Item 2(d). | Title of Class of Securities: |
| | Common Stock, Par Value $0.0001 per share (the “Shares”). |
| CUSIP NO. 38046C109 | Page 6 of 8 Pages |
| Item 2(e). | CUSIP Number: |
| | |
| | 38046C109 |
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
| | (e) Stelliam Investment Management is an investment adviser registered under Section
203 of the Investment Advisers Act of 1940. |
| | |
| | (g) Stelliam GP and Mr. Margolies are control persons of Stelliam Investment Management. |
| | |
| Item 4. | Ownership: |
| | |
| Item 4(a). | Amount Beneficially Owned: |
| | |
| | As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 0 Shares. |
| | |
| Item 4(b). | Percent of Class: |
| | |
| | As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 0% of the total number of Shares
outstanding. |
| | |
| Item 4(c). | Number of shares as to which such person has: |
| | |
| | Stelliam Investment Management | ||
| | (i) | Sole power to vote or direct the vote | 0 |
| | (ii) | Shared power to vote or to direct the vote | 0 |
| | (iii) | Sole power to dispose or to direct the disposition of | 0 |
| | (iv) | Shared power to dispose or to direct the disposition of | 0 |
| | Stelliam GP | ||
| | (i) | Sole power to vote or direct the vote | 0 |
| | (ii) | Shared power to vote or to direct the vote | 0 |
| | (iii) | Sole power to dispose or to direct the disposition of | 0 |
| | (iv) | Shared power to dispose or to direct the disposition of | 0 |
| | Mr. Margolies | ||
| | (i) | Sole power to vote or direct the vote | 0 |
| | (ii) | Shared power to vote or to direct the vote | 0 |
| | (iii) | Sole power to dispose or to direct the disposition of | 0 |
| | (iv) | Shared power to dispose or to direct the disposition of | 0 |
| CUSIP NO. 38046C109 | Page 7 of 8 Pages |
| Item 5. | Ownership of Five Percent or Less of a Class: |
| | |
| | If this statement is being filed to report the fact that as of the date hereof any of the Reporting Persons have ceased to be the
beneficial owners of more than five percent of the class of securities, check the following [X]. |
| | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
| | |
| | The partners of the Funds that participated in the investment in the Issuer had the right to participate in the receipt of dividends
from, or proceeds from the sale of, the Shares that were held by the Funds pro rata in accordance with their respective ownership interests in the Funds. |
| | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent
Holding Company: |
| | |
| | This Item 7 is not applicable. |
| | |
| Item 8. | Identification and Classification of Members of the Group: |
| | |
| | This Item 8 is not applicable. |
| | |
| Item 9. | Notice of Dissolution of Group: |
| | |
| | This Item 9 is not applicable. |
| | |
| Item 10. | Certification: |
| | By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities
referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
| CUSIP NO. 38046C109 | Page 8 of 8 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
| Date: August 21, 2019 | STELLIAM INVESTMENT MANAGEMENT, LP |
| | |
| | By: /s/ Leon Hirth |
| | Leon Hirth |
| | General Counsel |
| Date: August 21, 2019 | STELLIAM GP LLC |
| | |
| | By: /s/ Ross Margolies |
| | Ross Margolies |
| | Managing Member |
| Date: August 21, 2019 | ROSS MARGOLIES |
| | |
| | By: /s/ Ross Margolies |
| | |
| | |
| | |