Gogo Inc. — Director's Dealing 2020

Sep 10, 2020

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Gogo Inc. (GOGO)
CIK: 0001537054
Period of Report: 2020-09-03

Reporting Person: Silver (Equity) Holdings, LP (10% Owner)
Reporting Person: GTCR Partners XII/A&C LP (10% Owner)
Reporting Person: GTCR Investment XII LLC (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10068123	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
6.00% Convertible Senior Notes Due 2022	$	2022-05-15	Common Stock (17621004)		Indirect

Footnotes

F1: Reflects securities held directly by Silver (Equity) Holdings, LP. GTCR Partners XII/A&C LP is the general partner of Silver (Equity) Holdings, LP. GTCR Investment XII LLC is the general partner of GTCR Partners XII/A&C LP. GTCR Investment XII LLC is managed by an ten-member board of managers (the "GTCR Board of Managers").

F2: The initial conversion rate of the 6.00% Convertible Senior Notes Due 2022 of the Issuer (the "Convertible Notes") is 166.6667 shares of common stock of the Issuer per $1,000 principal amount of Convertible Notes, which corresponds to an initial conversion price of approximately $6.00 per share. The conversion rate is subject to certain anti-dilution adjustments described in the indenture governing the Convertible Notes (the "Indenture"). Following a make-whole fundamental change described in the Indenture, the Issuer will increase the conversion rate in certain circumstances for a holder who elects to convert its Convertible Notes in connection with such make-whole fundamental change. The Convertible Notes will be convertible by the holder thereof prior to January 15, 2022, only under certain circumstances (as set forth in the Indenture), and thereafter at any time until the second Scheduled Trading Day (as defined in the Indenture) immediately preceding May 15, 2022.

F3: The Issuer has the option to settle its conversion obligations through cash, shares of common stock or a combination of cash and shares of common stock. The Convertible Notes bear interest at a rate of 6.00% per year, payable semi-annually in arrears on May 15 and November 15 of each year. The Convertible Notes will mature on May 15, 2022, unless earlier repurchased by the Issuer or converted.

F4: Reflects securities held by an entity indirectly controlled by GTCR Partners XII/A&C LP. GTCR Investment XII LLC is the general partner of GTCR Partners XII/A&C LP.

F5: Each of the reporting persons and the individual members of the GTCR Board of Managers disclaims beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.