Gogo Inc. — Director's Dealing 2013

Dec 18, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Gogo Inc. (GOGO)
CIK: 0001537054
Period of Report: 2013-12-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-18	Common Stock	J	19745496	$0.00	Disposed	0	Direct
2013-12-18	Common Stock	J	7894130	$0.00	Disposed	0	Direct
2013-12-18	Common Stock	J	876070	$0.00	Acquired	877902	Direct

Footnotes

F1: AC Acquisition I LLC (?AC I?) made a pro rata distribution for no consideration of an aggregate of 19,745,496 shares of Common Stock of Gogo Inc. (the ?Issuer?) on December 18, 2013. 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. Timothy C. Collins is the president and sole shareholder of Collins Family Partners Inc.

F2: AC Acquisition II LLC (?AC II?) made a pro rata distribution for no consideration of an aggregate of 7,894,130 shares of Common Stock of the Issuer on December 18, 2013. 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. Timothy C. Collins is the president and sole shareholder of Collins Family Partners Inc.

F3: Mr. Collins or entities under his control received 876,070 shares of Common Stock of the Issuer in connection with the pro rata distributions on December 18, 2013.

F4: Includes (a) 502 deferred stock units that are settled in shares of common stock 90 days after the director ceases service as a director and (b) 1,330 options to purchase common stock at an exercise price of $24.91 that expire on November 12, 2023.

F5: Mr. Collins resigned as a director on December 17, 2013.