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: AC ACQUISITION I LLC (10% Owner)
Reporting Person: AC ACQUISITION II LLC (10% Owner)
Reporting Person: COLLINS TIMOTHY C (Director, 10% Owner)
Reporting Person: RIPPLEWOOD PARTNERS II LP (10% Owner)
Reporting Person: Ripplewood Partners II GP, L.P. (10% Owner)
Reporting Person: Collins Family Partners, L.P. (10% Owner)
Reporting Person: Collins Family Partner Inc. (10% Owner)
Reporting Person: RIPPLEWOOD PARTNERS II PARALLEL FUND LP (10% Owner)
Reporting Person: RP II GP, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-26	Common Stock	C	2244157.31	$8.50	Acquired	3622990.70	Direct
2013-06-26	Common Stock	C	696247.39	$9.7087	Acquired	4319238.09	Direct
2013-06-26	Common Stock	C	9442207.38	$9.7087	Acquired	13761445.48	Direct
2013-06-26	Common Stock	C	5984052.91	$10.4369	Acquired	19745498.38	Direct
2013-06-26	Common Stock	J	1.38	$17.00	Disposed	19745497	Direct
2013-06-26	Common Stock	C	845934.17	$8.50	Acquired	1433893.19	Direct
2013-06-26	Common Stock	C	262450.17	$9.7087	Acquired	1696343.36	Direct
2013-06-26	Common Stock	C	3644262.44	$9.7087	Acquired	5340605.80	Direct
2013-06-26	Common Stock	C	2553526.17	$10.4369	Acquired	7894131.97	Direct
2013-06-26	Common Stock	J	0.97	$17.00	Disposed	7894131	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	1626.78	Disposed		Common Stock (2244157.31)	Direct
2013-06-26	Class A Senior Convertible Preferred Stock	$9.7087	C	600.36	Disposed		Common Stock (696247.39)	Direct
2013-06-26	Class B Senior Convertible Preferred Stock	$9.7087	C	7447.27	Disposed		Common Stock (9442207.38)	Direct
2013-06-26	Junior Convertible Preferred Stock	$10.4369	C	6246.40	Disposed		Common Stock (5984052.91)	Direct
2013-06-26	Class A Senior Convertible Preferred Stock	$8.50	C	613.21	Disposed		Common Stock (845934.17)	Direct
2013-06-26	Class A Senior Convertible Preferred Stock	$9.7087	C	226.31	Disposed		Common Stock (262450.17)	Direct
2013-06-26	Class B Senior Convertible Preferred Stock	$9.7087	C	2874.31	Disposed		Common Stock (3644262.44)	Direct
2013-06-26	Junior Convertible Preferred Stock	$10.4369	C	2665.47	Disposed		Common Stock (2553526.17)	Direct

Footnotes

F1: These securities are held solely by AC Acquisition LLC ("AC I"). AC I is a limited liability corporation and its sole member is Ripplewood Partners II, L.P., the general partner of which is Ripplewood Partners II GP, L.P., the general partner of which is RP II GP, LLC, the sole member of which is Collins Family Partners, L.P, which is managed by its general partner, Collins Family Partners Inc. Each of Ripplewood Partners II, L.P., Ripplewood Partners II GP, L.P., RP II GP, LLC, Collins Family Partners, L.P, and Collins Family Partners Inc. disclaims beneficial ownership of the securities owned by AC I except to the extent of its pecuniary interest. Timothy C. Collins, as the president and sole shareholder of Collins Family Partners Inc., may be deemed to share beneficial ownership of the shares shown as beneficially owned by AC I.

F2: Mr. Collins disclaims such beneficial ownership except to the extent of any pecuniary interest and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Each of AC II (as defined below) and Ripplewood Partners II Parallel Fund, L.P. disclaims beneficial ownership of the securities shown as beneficially owned by AC I and this report shall not be deemed an admission that it is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F3: These securities are held solely by AC Acquisition II LLC ("AC II"). AC II is a limited liability company which is managed by Ripplewood Partners II Parallel Fund, L.P., the general partner of which is Ripplewood Partners II GP, L.P., the general partner of which is RP II GP, LLC, the sole member of which is Collins Family Partners, L.P, which is managed by its general partner, Collins Family Partners Inc. Each of Ripplewood Partners II Parallel Fund, L.P., Ripplewood Partners II GP, L.P., RP II GP, LLC, Collins Family Partners, L.P, and Collins Family Partners Inc. disclaims beneficial ownership of the securities owned by AC II except to the extent of its pecuniary interest. Timothy C. Collins, as the president and sole shareholder of Collins Family Partners Inc., may be deemed to share beneficial ownership of the shares shown as beneficially owned by AC II.

F4: Mr. Collins disclaims such beneficial ownership except to the extent of any pecuniary interest and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Each of AC I and Ripplewood Partners II, L.P. disclaims beneficial ownership of the securities shown as beneficially owned by AC II and this report shall not be deemed an admission that it is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F5: Reflects mandatory conversion of 726.24 shares of class A Senior Convertible Preferred Stock issued on July 1, 2010 and 900.54 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.

F6: 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 reflects 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.

F7: Each share of Class A Senior Convertible Preferred Stock issued on June 30, 2011 mandatorily converted to 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 the applicable stated capital of each share Class A Senior Convertible Preferred Stock divided by the Conversion 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 reflects accrued dividends added to stated capital. 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.

F8: Reflects mandatory conversion of 273.76 shares of Class A Senior Convertible Preferred Stock issued on July 1, 2010 and 339.46 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 Class A Senior Convertible Preferred Stock multiplied by (ii) 2 and divided by (iii) $17.00, the IPO price.

F9: 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 reflects 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.

F10: Each share of Class B Senior Convertible Preferred Stock mandatorily converted to shares of common stock equal to the applicable stated capital of each share of Class B Senior Convertible Preferred Stock divided by the Conversion Price upon consummation of the issuer's initial public offering. The Class B 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 reflects accrued dividends added to stated capital. Fractional shares of common stock are settled in cash. The shares of Class B Senior Convertible Preferred Stock were convertible upon issuance and had no expiration date.

F11: Each share of Junior Convertible Preferred Stock 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.

F12: Represents fractional shares of common stock settled in cash.