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: Elias Marguerite M (Exec VP, Gen Counsel and Sec)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A Senior Convertible Preferred Stock	$		Common Stock (3564.31)		Direct
Options (rights to Buy)	$9.08	2020-06-02	Common Stock (61800)		Direct
Options (rights to Buy)	$17.78	2021-12-14	Common Stock (51500)		Direct
Options (rights to Buy)	$18.72	2023-06-05	Common Stock (61800)		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. The shares of Class A Senior Convertible Preferred Stock have no expiration date.

F2: 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: These options were granted on June 2, 2010 and 20% became vested and exercisable on the grant date and an additional 20% become vested and exercisable on each of the first four anniversaries of such date, subject to continued employment with the Company. 49,440 of these options are currently vested and exercisable.

F4: These options were granted on December 14, 2011 and are scheduled to vest and become exercisable in four equal annual installments on the first four anniversaries of the grant date, subject to continued employment with the Company. 12,875 of these options are currently vested and exercisable.

F5: These options were granted on June 5, 2013 and are scheduled to vest and become exercisable in four equal annual installments on the first four anniversaries of the grant date, subject to continued employment with the Company.