Gogo Inc. — Director's Dealing 2023

Mar 21, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Gogo Inc. (GOGO)
CIK: 0001537054
Period of Report: 2023-03-17

Reporting Person: THORNE OAKLEIGH (Director, CEO and Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-17	Common Stock	M	18750	—	Acquired	512727	Direct
2023-03-17	Common Stock	F	9571	$14.52	Disposed	503156	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-03-17	Restricted Stock Units	$	M	18750	Disposed		Common Stock (18750)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	100	Indirect
Common Stock	27258136	Indirect

Footnotes

F1: Restricted stock units convert into common stock on a one-for-one basis.

F2: Reflects (i) 27,118,600 shares of common stock held directly by Thorndale Farm Gogo, LLC and (ii) 139,536 shares of common stock held directly by OAP, LLC. Thorndale Farm, Inc. is the managing member of Thorndale Farm Gogo, LLC. Mr. Thorne, as the chief executive officer of Thorndale Farm, Inc. may be deemed to have beneficial ownership of the shares of common stock held by Thorndale Farm Gogo, LLC. Additionally, Mr. Thorne, as the managing member of OAP, LLC, may be deemed to have beneficial ownership of the shares of common stock held by OAP, LLC. Mr. Thorne and Thorndale Farm, Inc. disclaim beneficial ownership of such shares of common stock except, in each case, to the extent of any pecuniary interest therein and this report shall not be deemed an admission that Mr. Thorne or Thorndale Farm, Inc. is a beneficial owner of such shares of common stock for purposes of Section 16 or for any other purpose.

F3: 75,000 of these restricted stock units vest in four equal installments on the first four anniversaries of March 17, 2020 and 130,000 of these restricted stock units vested and settled on December 31, 2022, in each case, subject to continued employment with the Company.