Gogo Inc. — Director's Dealing 2013

Jun 20, 2013

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Gogo Inc. (GOGO)
CIK: 0001537054
Period of Report: 2013-06-20

Reporting Person: MUNDHEIM ROBERT H (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1744.51	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A Senior Convertible Preferred Stock	$		Common Stock (9990.30)		Direct
Junior Convertible Preferred Stock	$10.4369		Common Stock (27172.78)		Direct
Options (rights to Buy)	$17.78	2022-07-26	Common Stock (30900)		Direct

Footnotes

F1: Each share of Class A Senior Convertible Preferred Stock (including fractional shares) is convertible into a number of shares of common stock equal to the applicable stated capital of each share of Class A Senior Convertible Preferred Stock divided by the Conversion Price of 9.7087. The Class A Senior Convertible Preferred Stock is entitled to quarterly dividends, which have been satisfied by increasing the applicable stated capital.

F2: The shares of Class A Senior Convertible Preferred Stock have no expiration date. Each share is mandatorily convertible upon consummation of the issuer's initial public offering into a number of shares of common stock equal to (i) the applicable stated capital of each share Class A Senior Convertible Preferred Stock multiplied by (ii) 2 and divided by (iii) 103 times the initial price per share of common stock sold in the offering. Fractional common shares will be settled in cash at fair market value. The shares of Class A Senior Convertible Preferred Stock were convertible upon issuance.

F3: Each share of Junior Convertible Preferred Stock (including fractional shares) is convertible into a number of shares of common stock equal to the applicable stated capital of each share of Junior Convertible Preferred Stock divided by the Conversion Price. The shares of Junior Convertible Preferred Stock have no expiration date. The shares are mandatorily convertible upon consummation of the issuer's initial public offering. Fractional common shares will be settled in cash at fair market value. The shares of Junior Convertible Preferred Stock were convertible upon issuance.

F4: These options were granted on July 26, 2012 and are scheduled to vest and become exercisable in four equal annual installments on April 1, 2013, 2014, 2015 and 2016, subject to continued service as a director of the Company. 7,725 of these options are currently vested and exercisable.

F5: Fractional common shares will be settled in cash at fair market value upon consummation of the issuer's initial public offering.