Gogo Inc. — Director's Dealing 2019

Mar 13, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Gogo Inc. (GOGO)
CIK: 0001537054
Period of Report: 2019-03-10

Reporting Person: COBIN JONATHAN B (EVP, Chief Strategy Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-10	Restricted Stock Units	$	A	35050	Acquired		Common Stock (35050)	Direct
2019-03-10	Options (Right to Buy)	$4.57	A	60550	Acquired	2029-03-10	Common Stock (60550)	Direct
2019-03-10	Performance Restricted Stock Units	$	A	11700	Acquired		Common Stock (11700)	Direct
2019-03-10	Performance Options (Right to Buy)	$4.57	A	20200	Acquired	2029-03-10	Common Stock (20200)	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: These restricted stock units vest in four equal installments on the first four anniversaries of March 10, 2019, subject to continued employment with the Company.

F3: These options were granted on March 10, 2019 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 March 10, 2019 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 10, 2019 equals or exceeds $6.50 for a period of 30 consecutive trading days. Any performance restricted stock unit that has not performance vested by March 10, 2023 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 March 10, 2019 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 10, 2019 equals or exceeds $6.50 for a period of 30 consecutive trading days. Any performance option that has not performance vested by March 10, 2023 shall be forfeited.