| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13D | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. __)* | |
Gogo Inc. | |
| (Name of Issuer) | |
Common Stock, par value $0.0001 per share | |
| (Title of Class of Securities) | |
38046C109 | |
| (CUSIP Number) | |
Evan Gartenlaub General Counsel Senator Investment Group LP 510 Madison Avenue, 28th Floor New York, New York 10022 (212) 376-4300 | |
with a copy to: Eleazer Klein, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2000 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
March 7, 2018 | |
| (Date of Event Which Requires Filing of This Statement) | |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.ý
(Page 1 of 10 Pages)
______________________________
* 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 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).
| CUSIP No. 38046C109 | SCHEDULE 13D | Page 2 of 10 Pages |
| 1 | NAME OF REPORTING PERSON Senator Investment Group LP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)¨ (b)¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER -0- | ||
| 8 | SHARED VOTING POWER 5,646,370 | |||
| 9 | SOLE DISPOSITIVE POWER -0- | |||
| 10 | SHARED DISPOSITIVE POWER 5,646,370 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,646,370 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.50% | |||
| 14 | TYPE OF REPORTING PERSON IA, PN | |||
| CUSIP No. 38046C109 | SCHEDULE 13D | Page 3 of 10 Pages |
| 1 | NAME OF REPORTING PERSON Alexander Klabin | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)¨ (b)¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER -0- | ||
| 8 | SHARED VOTING POWER 5,646,370 | |||
| 9 | SOLE DISPOSITIVE POWER -0- | |||
| 10 | SHARED DISPOSITIVE POWER 5,646,370 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,646,370 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.50% | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
| CUSIP No. 38046C109 | SCHEDULE 13D | Page 4 of 10 Pages |
| 1 | NAME OF REPORTING PERSON Douglas Silverman | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)¨ (b)¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER -0- | ||
| 8 | SHARED VOTING POWER 5,646,370 | |||
| 9 | SOLE DISPOSITIVE POWER -0- | |||
| 10 | SHARED DISPOSITIVE POWER 5,646,370 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,646,370 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.50% | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
| CUSIP No. 38046C109 | SCHEDULE 13D | Page 5 of 10 Pages |
| Item 1. | SECURITY AND ISSUER |
| This statement on Schedule 13D (the "Schedule 13D") relates to the shares of common stock, par value $0.0001 per share (the "Common Stock"), of Gogo Inc., a Delaware corporation (the "Issuer"). The Issuer's principal executive offices are located at 111 North Canal St., Suite 1500, Chigo, Illinois 60606. |
| Item 2. | IDENTITY AND BACKGROUND |
| (a) | This Schedule 13D is filed by:
(i) Senator Investment Group LP ("Senator"), with respect to the shares of Common Stock directly held by certain investment funds with respect to which it acts as investment manager and has investment discretion (the "Funds");
(ii) Mr. Alexander Klabin ("Mr. Klabin"), as Co-Chief Executive Officer of Senator, with respect to the shares of Common Stock directly held by the Funds; and
(iii) Mr. Douglas Silverman ("Mr. Silverman"), as Co-Chief Executive Officer of Senator, with respect to the shares of Common Stock directly held by the Funds.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." The general partner of Senator is Senator Management LLC (the "Senator GP"). Messrs. Silverman and Klabin indirectly control the Senator GP. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The filing of this statement shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Securities Act of 1934, as amended, or otherwise. Each of Mr. Klabin, Mr. Silverman and the Senator GP expressly disclaims beneficial ownership of any of the securities held by the Funds. |
| (b) | The address of the business office of each of the Reporting Persons and the Senator GP is 510 Madison Avenue, 28th Floor, New York, New York 10022. |
| (c) | The principal business of each of the Reporting Persons and the Senator GP is investment and/or investment management. |
| (d) & (e) | During the last five years, none of the Reporting Persons or the Senator GP has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining further violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| CUSIP No. 38046C109 | SCHEDULE 13D | Page 6 of 10 Pages |
| (f) | Senator is a limited partnership organized under the laws of the State of Delaware. Each of Mr. Klabin and Mr. Silverman is a United States citizen. The Senator GP is a limited liability company organized under the laws of the State of Delaware. |
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
| A total of $67,735,532 was paid to acquire such Common Stock. Funds for the purchase of the shares of Common Stock reported herein were derived from the working capital of the Funds and margin borrowings described in the following sentence. Such shares of Common Stock are held by accounts managed by the Reporting Persons in commingled margin accounts, which may extend margin credit to the Reporting Persons from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker's call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the shares of Common Stock reported herein. |
| Item 4. | PURPOSE OF TRANSACTION |
| The Reporting Persons acquired the Common Stock to which this Schedule 13D relates for investment purposes in the ordinary course of business. The Reporting Persons acquired the Common Stock because they believed that the Common Stock reported herein, when purchased, represented an attractive investment opportunity. | |
| The Reporting Persons and their representatives have from time to time engaged in discussions with members of management and other shareholders of the Issuer, and may, from time to time, continue to engage in discussions with members of management and the board of directors of the Issuer (the "Board"), other current or prospective shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other third parties regarding a variety of matters relating to the Issuer, which may include, among other things, the Issuer’s business, management, capital structure and allocation, corporate governance, Board composition and strategic alternatives and direction, and may take other steps seeking to bring about changes to increase shareholder value as well as pursue other plans or proposals that relate to or could result in any of the matters set forth in clauses (a)-(j) of Item 4 of Schedule 13D. | |
| The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer's financial position, results and strategic direction, actions taken by the Issuer's management and the Board, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, exchanging information with the Issuer or other third parties pursuant to appropriate confidentiality or similar agreements; proposing changes in the Issuer's operations, management, Board, governance or capitalization; acquiring additional Common Stock and/or other equity, debt, notes, instruments or other securities of the Issuer (collectively, "Securities") or disposing of some or all of the Securities beneficially owned by them, in public market or privately negotiated transactions; entering into financial instruments or other agreements that increase or decrease the Reporting Persons' economic exposure with respect to their investment in the Issuer and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D. |
| CUSIP No. 38046C109 | SCHEDULE 13D | Page 7 of 10 Pages |
| 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 onSchedule 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. |
| 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 asExhibit 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. |
| CUSIP No. 38046C109 | SCHEDULE 13D | Page 8 of 10 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: March 19, 2018
| SENATOR INVESTMENT GROUP LP | ||
| /s/ Evan Gartenlaub | ||
| Name: Evan Gartenlaub | ||
| Title: General Counsel | ||
| /s/ Evan Gartenlaub as Attorney-in-Fact* | ||
| ALEXANDER KLABIN | ||
| /s/ Evan Gartenlaub as Attorney-in-Fact* | ||
| DOUGLAS SILVERMAN |
* Pursuant to a Power of Attorney attached to the Schedule 13G filed by the Reporting Persons on April 24, 2013.
| CUSIP No. 38046C109 | SCHEDULE 13D | Page 9 of 10 Pages |
SCHEDULE 1
Transactions in Common Units of the Issuer During the Last 60 Days
The following table sets forth all transactions in the Common Stock effected in the past sixty days by the Reporting Persons. Except as otherwise noted, all such transactions were effected in the open market through brokers and the price per share is net of commissions.
| Trade Date | Shares Purchased (Sold) | Price Per Share ($) |
| 01/29/2018 | 1,417 | 9.8599 |
| 02/22/2018 | 75,000 | 9.0467 |
| 02/22/2018 | 200,000 | 9.0251 |
| 02/22/2018 | 250,000 | 9.2546 |
| 02/23/2018 | 55,000 | 8.853 |
| 02/23/2018 | 100,000 | 8.7473 |
| CUSIP No. 38046C109 | SCHEDULE 13D | Page 10 of 10 Pages |
EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATE: March 19, 2018
| SENATOR INVESTMENT GROUP LP | ||
| /s/ Evan Gartenlaub | ||
| Name: Evan Gartenlaub | ||
| Title: General Counsel | ||
| /s/ Evan Gartenlaub as Attorney-in-Fact* | ||
| ALEXANDER KLABIN | ||
| /s/ Evan Gartenlaub as Attorney-in-Fact* | ||
| DOUGLAS SILVERMAN |
* Pursuant to a Power of Attorney attached to the Schedule 13G filed by the Reporting Persons on April 24, 2013.
