Gogo Inc. — Director's Dealing 2017

Mar 16, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Gogo Inc. (GOGO)
CIK: 0001537054
Period of Report: 2017-03-14

Reporting Person: Bayer Michael P. (SVP, Controller & CAO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-14	Restricted Stock Units	$	A	2910	Acquired		Common Stock (2910)	Direct
2017-03-14	Options (Right to Buy)	$11.96	A	23000	Acquired	2027-03-14	Common Stock (23000)	Direct
2017-03-14	Performance Options (Right to Buy)	$11.96	A	7710	Acquired	2027-03-14	Common Stock (7710)	Direct
2017-03-14	Performance Restricted Stock Units	$	A	930	Acquired		Common Stock (930)	Direct

Footnotes

F1: 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.

F2: These restricted stock units vest in four equal installments on the first four anniversaries of March 14, 2017, subject to continued employment with the Company.

F3: These options were granted on March 14, 2017 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.

F4: 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 March 14, 2017 and (ii) the performance options performance vest at such time, if any, as the per share closing price of Gogo common stock on the NASDAQ market during the period beginning on the grant date and ending on the fourth anniversary of March 14, 2017 equals or exceeds $25 for a period of 30 consecutive trading days. Any performance option that has not performance vested by March 14, 2021 shall be forfeited.

F5: 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 March 14, 2017 and (ii) the performance restricted stock units performance vest at such time, if any, as the per share closing price of Gogo common stock on the NASDAQ market during the period beginning on the grant date and ending on the fourth anniversary of March 14, 2017 equals or exceeds $25 for a period of 30 consecutive trading days. Any performance restricted stock unit that has not performance vested by March 14, 2021 shall be forfeited.