Gogo Inc. — Director's Dealing 2021

Apr 14, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Gogo Inc. (GOGO)
CIK: 0001537054
Period of Report: 2021-04-09

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-09	Common Stock	A	19064529	—	Acquired	19064529	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-09	6.00% Convertible Senior Notes Due 2022	$	D		Disposed		Common Stock (17621004)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12674482	Indirect

Footnotes

F1: On April 9, 2021, the Issuer issued an aggregate of 19,064,529 shares common stock (the "Common Stock") to Silver (XII) Holdings, LLC, an affiliate of the Reporting Persons, in exchange for $105,726,000 aggregate principal amount of the Company's 6.00% Convertible Senior Notes due 2022 (the "Convertible Notes") beneficially owned by Silver (XII) Holdings, LLC.

F2: Reflects securities held directly by Silver (XII) Holdings, LLC.

F3: Reflects securities held directly by Silver (Equity) Holdings, LP.

F4: GTCR Partners XII/A&C LP is the general partner of Silver (Equity) Holdings, LP and the manager of Silver (XII) Holdings, LLC. GTCR Investment XII LLC is the general partner of GTCR Partners XII/A&C LP. GTCR Investment XII LLC is managed by an eight-member board of managers (the "GTCR Board of Managers"). Mark Anderson, an employee of GTCR LLC, an affiliate of the Reporting Persons, was appointed to the board of directors of the Issuer. As a result, each of the Reporting Persons is a "director by deputization" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

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.

F6: The initial conversion rate of the Convertible Notes was 166.6667 shares of Common Stock per $1,000 principal amount of Convertible Notes, which corresponds to an initial conversion price of approximately $6.00 per share. The conversion rate was 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 would have been 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.

F7: The Issuer had 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 bore 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 were to mature on May 15, 2022, unless earlier repurchased by the Issuer or converted.