Gogo Inc. — Director's Dealing 2020

Mar 19, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Gogo Inc. (GOGO)
CIK: 0001537054
Period of Report: 2020-03-17

Reporting Person: Elias Marguerite M (EVP, Gen Counsel and Secy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-17	Common Stock	M	8555	—	Acquired	54678	Direct
2020-03-17	Common Stock	F	2958	$2.14	Disposed	51720	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-17	Performance Restricted Stock Units	$	M	2880	Disposed		Common Stock (2880)	Direct
2020-03-17	Performance Restricted Stock Units	$	M	2750	Disposed		Common Stock (2750)	Direct
2020-03-17	Performance Restricted Stock Units	$	M	2925	Disposed		Common Stock (2925)	Direct
2020-03-17	Options (Right to Buy)	$2.14	A	53000	Acquired	2030-03-17	Common Stock (53000)	Direct
2020-03-17	Restricted Stock Units	$	A	87250	Acquired		Common Stock (87250)	Direct

Footnotes

F1: Includes restricted shares.

F2: Restricted stock units convert into common stock on a one-for-one basis.

F3: On March 14, 2017, the reporting person was granted 3,840 performance restricted stock units which were subject to both time-based vesting and performance-based vesting. Effective March 17, 2020, the Compensation Committee of the Company eliminated the performance conditions for these restricted stock units. This modification resulted in the immediate vesting and settlement of 2,880 restricted stock units, corresponding to the portion of the award for which service-vesting dates had previously elapsed. The remaining restricted stock units will vest on March 14, 2021, subject to continued employment with the Company.

F4: On February 17, 2018, the reporting person was granted 5,500 performance restricted stock units which were subject to both time-based vesting and performance-based vesting. Effective March 17, 2020, the Compensation Committee of the Company eliminated the performance conditions for these restricted stock units. This modification resulted in the immediate vesting and settlement of 2,750 restricted stock units, corresponding to the portion of the award for which service-vesting dates had previously elapsed. The remaining restricted stock units will vest in two equal installments on the first two anniversaries of February 17, 2020, subject to continued employment with the Company.

F5: On March 10, 2019, the reporting person was granted 11,700 performance restricted stock units which were subject to both time-based vesting and performance-based vesting. Effective March 17, 2020, the Compensation Committee of the Company eliminated the performance conditions for these restricted stock units. This modification resulted in the immediate vesting and settlement of 2,925 restricted stock units, corresponding to the portion of the award for which service-vesting dates had previously elapsed. The remaining restricted stock units will vest in three equal installments on the first three anniversaries of March 10, 2020, subject to continued employment with the Company.

F6: These options will vest and become exercisable in four equal installments on the first four anniversaries of March 17, 2020, subject to continued employment with the Company.

F7: Each restricted stock unit represents the contingent right to receive one share of the Company's common stock or its equivalent value in cash.

F8: 32,000 of these restricted stock units will vest in four equal installments on the first four anniversaries of March 17, 2020 and 55,250 of these restricted stock units will vest on December 31, 2022, in each case, subject to continued employment with the Company.