Gogo Inc. — Director's Dealing 2018

Mar 6, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Gogo Inc. (GOGO)
CIK: 0001537054
Period of Report: 2018-03-04

Reporting Person: THORNE OAKLEIGH (Director, President and CEO, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-04	Options (Right to Buy)	$9.39	A	700000	Acquired	2028-03-04	Common Stock (700000)	Direct
2018-03-04	Restricted Stock Units	$	A	13250	Acquired		Common Stock (13250)	Direct
2018-03-04	Options (Right to Buy)	$9.39	A	86750	Acquired	2028-03-04	Common Stock (86750)	Direct
2018-03-04	Performance Restricted Stock Units	$	A	13250	Acquired		Common Stock (13250)	Direct
2018-03-04	Performance Options (Right to Buy)	$9.39	A	86750	Acquired	2028-03-04	Common Stock (86750)	Direct

Footnotes

F1: These options were granted on March 4, 2018 and are scheduled to vest as follows: (i) 25% of the options vest on the first anniversary of the grant date and (ii) the remaining 75% of the options vest in equal monthly installments on the three year period beginning immediately following the first anniversary of the grant date, in each case, subject to continued employment with the Company.

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

F3: These restricted stock units vest in four equal installments on the first four anniversaries of March 4, 2018, subject to continued employment with the Company.

F4: These options were granted on March 4, 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.

F5: 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.

F6: 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 4, 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 March 4, 2018 equals or exceeds $25 for a period of 30 consecutive trading days. Any performance restricted stock unit that has not performance vested by March 4, 2022 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 March 4, 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 March 4, 2018 equals or exceeds $25 for a period of 30 consecutive trading days. Any performance option that has not performance vested by March 4, 2022 shall be forfeited.