Gogo Inc. — Director's Dealing 2018

Aug 3, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Gogo Inc. (GOGO)
CIK: 0001537054
Period of Report: 2018-07-31

Reporting Person: Aguirre Sergio A. (President, BA division)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-07-31	Restricted Stock Units	$	A	1502	Acquired		Common Stock (1502)	Direct
2018-07-31	Options (Right to Buy)	$3.58	A	10164	Acquired	2028-07-31	Common Stock (10164)	Direct
2018-07-31	Performance Restricted Stock Units	$	A	2640	Acquired		Common Stock (2640)	Direct
2018-07-31	Performance Options (Right to Buy)	$3.58	A	17780	Acquired		Common Stock (17780)	Direct
2018-07-31	Restricted Stock Units	$	A	16203	Acquired		Common Stock (16203)	Direct

Footnotes

F1: Each restricted stock unit represents the contingent right to receive one share of the Company's common stock or its equivalent value in cash.

F2: 1,502 restricted stock units were granted on July 31, 2018. 1,502 of these restricted stock units are scheduled to vest ratably in equal installments on July 31, 2019, July 31, 2020, July 31, 2021 and July 31, 2022.

F3: These options were granted on July 31, 2018 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: 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.

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 July 31, 2018 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 July 31, 2018 equals or exceeds $12 for a period of 30 consecutive trading days. Any performance restricted stock unit that has not performance vested by July 31, 2022 shall be forfeited.

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 July 31, 2018 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 July 31, 2018 equals or exceeds $12 for a period of 30 consecutive trading days. Any performance option that has not performance vested by July 31, 2022 shall be forfeited.

F7: 16,203 restricted stock units were granted on July 31, 2018. 16,203 of these restricted stock units are scheduled to fully vest on July 31, 2020.