Gogo Inc. — Director's Dealing 2016

Sep 7, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Gogo Inc. (GOGO)
CIK: 0001537054
Period of Report: 2016-09-02

Reporting Person: THORNE OAKLEIGH (Director, 10% Owner)
Reporting Person: Thorndale Farm LLC (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-02	3.75% Senior Convertible Notes due 2020	$23.85	P		Acquired	2020-03-01	Common Stock (4192)	Indirect

Footnotes

F1: The 3.75% senior convertible notes due 2020 become convertible on December 1, 2019 or earlier upon certain events.

F2: The 3.75% senior convertible notes due 2020 are convertible into common stock at a conversion price equal to $23.85 per share of the issuer's common stock, subject to adjustment in certain events.

F3: Represents the aggregate purchase price for the 3.75% senior convertible notes due 2020.

F4: Reflects 3.75% senior convertible notes due 2020 held by Option 1, LLC. Mr. Thorne is the managing member and Mr. Thorne's spouse is the majority member. Mr. Thorne, as the managing member of Option 1, LLC and the spouse of the majority member of Option 1, LLC may be deemed to have beneficial ownership of the 3.75% senior convertible notes due 2020 held by Option 1, LLC. Mr. Thorne disclaims beneficial ownership of such 3.75% senior convertible notes due 2020 except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such 3.75% senior convertible notes due 2020 for purposes of Section 16 or for any other purpose.