Gogo Inc. — Director's Dealing 2018

Nov 29, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Gogo Inc. (GOGO)
CIK: 0001537054
Period of Report: 2018-11-21

Reporting Person: Thorndale Farm, Inc. (10% Owner)
Reporting Person: THORNE OAKLEIGH (Director, President and CEO, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-11-21	6.00% Convertible Senior Notes due 2022	$6.00	P		Acquired	2022-05-15	Common Stock (1333334)	Indirect

Footnotes

F1: The 6.00% Convertible Senior Notes due 2022 become convertible on January 15, 2022 or earlier upon certain events.

F2: The 6.00% Convertible Senior Notes due 2022 are convertible into common stock at a conversion price equal to $6.00 per share of the issuer's common stock, subject to adjustment in certain events.

F3: Represent the aggregate purchase price for the 6.00% Convertible Senior Notes due 2022.

F4: Reflects 6.00% Convertible Senior Notes due 2022 held by Thorndale Farm Private Equity 2, LLC. Thorndale Farm, Inc. is the managing member of Thorndale Farm Private Equity 2, LLC and Mr. Thorne is Chief Executive Officer of Thorndale Farm, Inc. Thorndale Farm, Inc., as the managing member of Thorndale Farm Private Equity 2, LLC, and Mr. Thorne, as Chief Executive Officer of Thorndale Farm, Inc., may be deemed to have beneficial ownership of the 6.00% Convertible Senior Notes due 2022 held by Thorndale Farm Private Equity 2, LLC. Mr. Thorne and Thorndale Farm, Inc. disclaim beneficial ownership of such 6.00% Convertible Senior Notes due 2022 except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that Thorndale Form, Inc. or Mr. Thorne is the beneficial owner of such 6.00% Convertible Senior Notes due 2022 for purposes of Section 16 or for any other purpose.