Gogo Inc. — Director's Dealing 2020

May 15, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Gogo Inc. (GOGO)
CIK: 0001537054
Period of Report: 2020-05-13

Reporting Person: Mudrick Capital Management, L.P. (10% Owner)
Reporting Person: Mudrick Jason (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-13	6.00% CONVERTIBLE SENIOR NOTES DUE 2022	$	P	5394000	Acquired	2022-05-15	Common Stock, par value $0.0001 per share (899000)	Indirect
2020-05-15	6.00% CONVERTIBLE SENIOR NOTES DUE 2022	$	P	2750000	Acquired	2022-05-15	Common Stock, par value $0.0001 per share (458333)	Indirect

Footnotes

F1: The initial conversion rate of the Notes is 166.6667 shares of common stock per $1,000 principal amount of Notes, which corresponds to an initial conversion price of approximately $6.00 per share and represents a conversion premium of approximately 20.0% over the last reported sale price of the Company's common stock of $5.00 per share on The NASDAQ Global Select Market on November 16, 2018. The Notes will be convertible prior to January 15, 2022, only under certain circumstances (as set forth in the Indenture) and thereafter at any time.

F2: The Notes will bear interest at a rate of 6.00% per year, payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2019. The Notes will mature on May 15, 2022, unless earlier repurchased by the Company or converted.

F3: This Form 4 is filed jointly by 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.

F4: Securities beneficially owned by MCM. Mudrick GP is the general partner of Global LP and may be deemed to be the beneficial owner of the securities beneficially owned directly by Global LP. Drawdown II GP is the general partner of Drawdown II LP and may be deemed to be the beneficial owner of the securities beneficially owned directly by Drawdown II LP. MCM is the investment manager to 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 may be deemed to be the beneficial owner of the securities beneficially owned by Drawdown II LP, Global LP and certain managed accounts.