Gogo Inc. — Director's Dealing 2020

Nov 25, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Gogo Inc. (GOGO)
CIK: 0001537054
Period of Report: 2020-11-23

Reporting Person: Mudrick Capital Management, L.P. (10% Owner)
Reporting Person: Mudrick Distressed Opportunity Specialty Fund, L.P. (10% Owner)
Reporting Person: Mudrick Distressed Opportunity Drawdown Fund II, L.P. (10% Owner)
Reporting Person: Mudrick Distressed Opportunity Fund Global, LP (10% Owner)
Reporting Person: Mudrick GP, LLC (10% Owner)
Reporting Person: Mudrick Distressed Opportunity Drawdown Fund II GP, LLC (10% Owner)
Reporting Person: Mudrick Capital Management LLC (10% Owner)
Reporting Person: Mudrick Jason (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-11-23	Common Stock, par value $0.0001 per share	S	420000	$10.0228	Disposed	7838974	Indirect
2020-11-23	Common Stock, par value $0.0001 per share	S	150000	$10.0000	Disposed	7688974	Indirect
2020-11-24	Common Stock, par value $0.0001 per share	S	272898	$10.4836	Disposed	7416076	Indirect
2020-11-24	Common Stock, par value $0.0001 per share	S	350000	$10.2500	Disposed	7066076	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-11-23	Call Options (obligation to sell at purchaser's option)	$10	S	7248	Disposed	2021-01-15	Common Stock, par value $0.0001 per share (724800)	Indirect
2020-11-24	Call Options (obligation to sell at purchaser's option)	$10	S	5000	Disposed	2021-01-15	Common Stock, par value $0.0001 per share (500000)	Indirect
2020-11-24	Call Options (obligation to sell at purchaser's option)	$11	S	3078	Disposed	2021-01-15	Common Stock, par value $0.0001 per share (307800)	Indirect

Footnotes

F1: This Form 4 is filed jointly by Mudrick Distressed Opportunity Specialty Fund, L.P. ("Specialty LP"), Mudrick Distressed Opportunity Drawdown Fund II, L.P. ("Drawdown II LP"), Mudrick Distressed Opportunity Fund Global, L.P. ("Global LP"), Mudrick GP, LLC ("Mudrick GP"), Mudrick Distressed Opportunity Drawdown Fund II GP, LLC ("Drawdown II GP"), Mudrick Capital Management, L.P. ("MCM"), Mudrick Capital Management, LLC ("MCM GP"), and Jason Mudrick. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F2: Securities beneficially owned by MCM. Mudrick GP is the general partner of Specialty LP and Global LP and may be deemed the beneficial owner of the securities beneficially owned by Specialty LP and Global LP. Drawdown II GP is the general partner of Drawdown II LP and may be deemed the beneficial owner of the securities beneficially owned by Drawdown II LP. MCM is the investment manager to Specialty LP, Drawdown II LP, Global LP and certain managed accounts. MCM GP is the general partner of MCM. Mr. Mudrick is the sole member of Mudrick GP, Drawdown II GP and MCM GP. By virtue of these relationships, each of MCM, MCM GP and Mr. Mudrick may be deemed the beneficial owner of the securities beneficially owned by Specialty LP, Drawdown II LP, Global LP and certain managed accounts.

F3: The price reported is a weighted average price. The Common Stock was disposed of in multiple transactions at prices ranging from $9.7200 to $10.2550, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the ranges set forth in this footnote.

F4: The price reported is a weighted average price. The Common Stock was disposed of in multiple transactions at prices ranging from $10.1200 to $10.9950, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the ranges set forth in this footnote.

F5: Such options are exercisable as of November 23, 2020 and were immediately exercisable upon their acquisition.

F6: Such options are exercisable as of November 24, 2020 and were immediately exercisable upon their acquisition.