Sec Form 3 Filing - Silver (Equity) Holdings, LP @ Gogo Inc. - 2020-09-03

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Silver (Equity) Holdings, LP 2. Issuer Name and Ticker or Trading Symbol Gogo Inc. [ GOGO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 300 NORTH LASALLE STREET, SUITE 5600 3. Date of Earliest Transaction (MM/DD/YY) 09/03/2020 (Street) CHICAGO, IL60654 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10,068,123 I See Footnote ( 1 ) ( 5 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares 6.00% Convertible Senior Notes Due 2022 ( 2 ) ( 3 ) ( 2 )( 3 ) 05/15/2022( 2 )( 3 ) Common Stock 17,621,004 ( 2 ) ( 3 ) I See Footnotes ( 4 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Silver (Equity) Holdings, LP 300 NORTH LASALLE STREET, SUITE 5600 CHICAGO, IL60654 X GTCR Partners XII/A&C LP 300 NORTH LASALLE STREET, SUITE 5600 CHICAGO, IL60654 X GTCR Investment XII LLC 300 NORTH LASALLE STREET, SUITE 5600 CHICAGO, IL60654 X Signatures Silver (Equity) Holdings, LP, By: GTCR Partners XII/A&C LP, its general partner, By: GTCR Investment XII LLC, its general partner, By: /s/ Jeffrey S. Wright, Name: Jeffrey S. Wright, Title: Principal 09/09/2020 Signature of Reporting Person Date GTCR Partners XII/A&C LP, By: GTCR Investment XII LLC, its general partner, By:/s/ Jeffrey S. Wright, Name: Jeffrey S. Wright, Title: Principal 09/09/2020 Signature of Reporting Person Date GTCR Investment XII LLC, By: /s/ Jeffrey S. Wright, Name: Jeffrey S. Wright, Title: Principal 09/09/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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"). ( 2 )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. ( 3 )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. ( 4 )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. ( 5 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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