Gogo Inc. — Director's Dealing 2014

May 30, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Gogo Inc. (GOGO)
CIK: 0001537054
Period of Report: 2014-05-28

Reporting Person: WADE JOHN (EVP and GM, Bus. Aviation)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-28	Common Stock	M	25000	$9.08	Acquired	31700	Direct
2014-05-28	Common Stock	S	31700	$17.02	Disposed	0	Direct
2014-05-28	Common Stock	A	14000	$0.00	Acquired	14000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-28	Options (Right to Buy)	$9.08	M	25000	Disposed	2020-06-02	Common Stock (25000)	Direct
2014-05-28	Options (Right to Buy)	$17.68	A	100000	Acquired	2024-05-28	Common Stock (100000)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.69 to $17.39, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2: Includes restricted shares.

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. 16,480 of the options are not yet vested and exercisable.

F4: These options were granted on May 28, 2014 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.