Gogo Inc. — Director's Dealing 2016

Jun 28, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Gogo Inc. (GOGO)
CIK: 0001537054
Period of Report: 2016-06-24

Reporting Person: SMAGLEY NORMAN (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-24	Common Stock	A	8200	$0.00	Acquired	24065	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-24	Performance Restricted Stock Units	$	A	884	Acquired		Common Stock (884)	Direct
2016-06-24	Performance Restricted Stock Units	$	A	1716	Acquired		Common Stock (1716)	Direct
2016-06-24	Options (Right to Buy)	$8.37	A	64600	Acquired	2026-06-24	Common Stock (64600)	Direct
2016-06-24	Performance Options (Right to Buy)	$8.37	A	6868	Acquired	2026-06-24	Common Stock (6868)	Direct
2016-06-24	Performance Options (Right to Buy)	$8.37	A	13332	Acquired	2026-06-24	Common Stock (13332)	Direct

Footnotes

F1: Includes restricted shares.

F2: Each performance restricted stock unit represents the contingent right to receive one share of the Company's common stock or its equivalent value in cash.

F3: The performance restricted stock units vest and are settled when they have both time vested and performance vested as follows: (i) the performance restricted stock units time vest in equal annual installments on the first four anniversaries of May 26, 2016 (subject to continued employment with the Company) and (ii) the performance restricted stock units performance vest at such time, if any, as the per share closing price of the Company's common stock on the NASDAQ market during the period beginning on the grant date and ending on the fourth year anniversary of May 26, 2016 equals or exceeds $21 for a period of 30 consecutive trading days. Any performance restricted stock unit that has not performance vested by May 26, 2020 shall be forfeited.

F4: The performance restricted stock units vest and are settled when they have both time vested and performance vested as follows: (i) the performance restricted stock units time vest in equal annual installments on the first four anniversaries of May 26, 2016 (subject to continued employment with the Company) and (ii) the performance restricted stock units performance vest at such time, if any, as the per share closing price of the Company's common stock on the NASDAQ market during the period beginning on the grant date and ending on the fourth anniversary of May 26, 2016 equals or exceeds $28 for a period of 30 consecutive trading days. Any performance restricted stock unit that has not performance vested by May 26, 2020 shall be forfeited.

F5: These options were granted on June 24, 2016 and are scheduled to vest and become exercisable in four equal annual installments on the first four anniversaries of May 26, 2016, subject to continued employment with the Company.

F6: The performance options vest and become exercisable when they have both time vested and performance vested as follows: (i) the performance options time vest in equal annual installments on the first four anniversaries of May 26, 2016 (subject to continued employment with the Company) and (ii) the performance options performance vest at such time, if any, as the per share closing price of the Company's common stock on the NASDAQ market during the period beginning on the grant date and ending on the fourth anniversary of May 26, 2016 equals or exceeds $21 for a period of 30 consecutive trading days. Any performance option that has not performance vested by May 26, 2020 shall be forfeited.

F7: The performance options vest and become exercisable when they have both time vested and performance vested as follows: (i) the performance options time vest in equal annual installments on the first four anniversaries of May 26, 2016 (subject to continued employment with the Company) and (ii) the performance options performance vest at such time, if any, as the per share closing price of the Company's common stock on the NASDAQ market during the period beginning on the grant date and ending on the fourth anniversary of May 26, 2016 equals or exceeds $28 for a period of 30 consecutive trading days. Any performance option that has not performance vested by May 26, 2020 shall be forfeited.