Gogo Inc. — Director's Dealing 2013

Jun 28, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Gogo Inc. (GOGO)
CIK: 0001537054
Period of Report: 2013-06-26

Reporting Person: Elias Marguerite M (Exec VP, Gen Counsel and Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-26	Common Stock	C	4075.19	$8.50	Acquired	4075.19	Direct
2013-06-26	Common Stock	D	0.19	$17	Disposed	4075	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-06-26	Class A Senior Convertible Preferred Stock	$8.50	C	3	Disposed		Common Stock (4075.19)	Direct

Footnotes

F1: Reflects mandatory conversion of Class A Senior Convertible Preferred Stock into shares of common stock upon consummation of the issuer's initial public offering. The shares converted into a number of shares of common stock equal to (i) the applicable stated capital of each share of Class A Senior Convertible Preferred Stock multiplied by (ii) 2 and divided by (iii) $17.00, the IPO price. The Class A Senior Convertible Preferred Stock was entitled to dividends accrued through the consummation of the issuer's initial public offering, which have been satisfied by increasing the applicable stated capital. Shares issued on conversion reflect accrued dividends added to stated capital and other adjustments. Fractional shares of common stock are settled in cash. The shares of Class A Senior Convertible Preferred Stock were convertible upon issuance and had no expiration date.

F2: Represents fractional shares of common stock settled in cash.