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: TOWNSEND CHARLES C (Director)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A Senior Convertible Preferred Stock	$		Common Stock (1421449.27)		Indirect

Footnotes

F1: Reflects 1135.90 shares of Class A Senior Convertible Preferred Stock held direcly by PAC3, LLC, of which 775 shares were issued on December 31, 2009, 287.5 shares were issued on July 1, 2010, 44.04 shares were issued on January 28, 2011 and 29.35 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.

F2: 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.