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: AC ACQUISITION I LLC (10% Owner)
Reporting Person: AC ACQUISITION II LLC (10% Owner)
Reporting Person: COLLINS TIMOTHY C (10% Owner)
Reporting Person: RIPPLEWOOD PARTNERS II LP (10% Owner)
Reporting Person: Ripplewood Partners II GP, L.P. (10% Owner)
Reporting Person: RP II GP, LLC (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)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1378833.40	Direct
Common Stock	587959.02	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A Senior Convertible Preferred Stock	$		Common Stock (2658383.71)		Direct
Class B Senior Convertible Preferred Stock	$9.7087		Common Stock (9432898.60)		Direct
Junior Convertible Preferred Stock	$10.4369		Common Stock (5984052.91)		Direct
Class A Senior Convertible Preferred Stock	$		Common Stock (1002076.65)		Direct
Class B Senior Convertible Preferred Stock	$9.7087		Common Stock (3640669.67)		Direct
Junior Convertible Preferred Stock	$10.4369		Common Stock (2553526.17)		Direct

Footnotes

F1: These securities are held solely by AC Acquisition I 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 Partner 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 Partner 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 2,227.14 shares of Class A Senior Convertible Preferred Stock, of which 726.24 shares were issued on July 1, 2010, 900.54 shares were issued on January 28, 2011 and 600.36 shares were issued on June 30, 2011. 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. The shares of Class A Senior Convertible Preferred Stock have no expiration date.

F6: Each share of Class B 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 B Senior Convertible Preferred Stock divided by the Conversion Price. The Class B Senior Convertible Preferred Stock is entitled to quarterly dividends, which have been satisfied by increasing the applicable stated capital. The shares of Class B Senior 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 Class B Senior Convertible Preferred Stock were convertible upon issuance.

F7: 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.

F8: Reflects 839.52 shares of Class A Senior Convertible Preferred Stock, of which 273.76 shares were issued on July 1, 2010, 339.46 shares were issued on January 28, 2011 and 226.31 shares were issued on June 30, 2011. 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. The shares of Class A Senior Convertible Preferred Stock have no expiration date.

F9: The shares issued prior to June 30, 2011 are 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. The shares issued on June 30, 2011 are 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) 1.67 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.

F10: Fractional common shares will be settled in cash at fair market value upon consummation of the issuer's initial public offering.