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: MUNDHEIM ROBERT H (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-26	Common Stock	C	11422.23	$8.50	Acquired	13166.74	Direct
2013-06-26	Common Stock	C	27172.78	$10.4369	Acquired	40339.52	Direct
2013-06-26	Common Stock	D	0.52	$17	Disposed	40339.00	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	8.01	Disposed		Common Stock (11422.23)	Direct
2013-06-26	Junior Convertible Preferred Stock	$10.4369	C	28.36	Disposed		Common Stock (27172.78)	Direct

Footnotes

F1: Reflects mandatory conversion of 6.09 shares of Class A Senior Convertible Preferred Stock issued on December 31, 2009 and 1.91 shares of Class A Senior Convertible Preferred Stock issued on January 28, 2011 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.

F2: 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.

F3: Each share of Junior Convertible Preferred Stock was mandatorily converted to shares of common stock equal to the applicable stated capital of each share of Junior Convertible Preferred Stock divided by the Conversion Price upon consummation of the issuer's initial public offering. The Junior 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 reflects accrued dividends added to stated capital. Fractional shares of common stock are settled in cash. The shares of Junior Convertible Preferred Stock were convertible upon issuance and had no expiration date.

F4: Represents fractional shares of common stock settled in cash.