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: TOWNSEND CHARLES C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-26	Common Stock	C	1586294.85	$8.50	Acquired	1586294.85	Indirect
2012-06-26	Common Stock	C	34050.87	$9.7087	Disposed	1620345.72	Indirect
2013-06-26	Common Stock	D	0.72	$17	Disposed	1620345.00	Indirect

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	1106.54	Disposed		Common Stock (1586294.85)	Indirect
2012-06-26	Class A Senior Convertible Preferred Stock	$9.7087	D	29.36	Disposed		Common Stock (34050.87)	Indirect

Footnotes

F1: Shares are held directly by PAC LLC.

F2: Reflects mandatory conversion of 1,135.9 shares of Class A Senior Convertible Preferred Stock, of which 775 shares were issued on December 31, 2009, 287.5 shares were issued on July 1, 2010 and 44.04 shares were issued on January 28, 2011, into shares of common stock upon consummation of the issuer's initial public offering. The shares of Class A Senior Convertible Preferred Stock 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.

F3: 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.

F4: 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.

F5: 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.

F6: Represents fractional shares of common stock settled in cash.