Sec Form 4 Filing - GTCR Partners XII/A&C LP @ Gogo Inc. - 2021-04-09

FORM 4 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 GTCR Partners XII/A&C LP 2. Issuer Name and Ticker or Trading Symbol Gogo Inc. [ GOGO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ 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) 04/09/2021 (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 04/09/2021 A( 1 ) 19,064,529 A 19,064,529 I See Footnotes ( 2 ) ( 4 ) ( 5 ) Common Stock 12,674,482 I See Footnotes ( 3 ) ( 4 ) ( 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 ( 6 ) ( 7 ) 04/09/2021 D( 1 ) ( 6 )( 7 ) ( 6 )( 7 ) Common Stock 17,621,004 ( 6 ) ( 7 ) ( 1 ) 0 I See Footnotes ( 2 ) ( 4 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GTCR Partners XII/A&C LP 300 NORTH LASALLE STREET, SUITE 5600 CHICAGO, IL60654 X X GTCR Investment XII LLC 300 NORTH LASALLE STREET, SUITE 5600 CHICAGO, IL60654 X X Signatures By: GTCR Investment XII LLC, its general partner, By: /s/ Jeffrey S. Wright, Name: Jeffrey S. Wright, Title: Principal 04/13/2021 Signature of Reporting Person Date By: /s/ Jeffrey S. Wright, Name: Jeffrey S. Wright,Title: Principal 04/13/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Reflects securities held directly by Silver (XII) Holdings, LLC. ( 3 )Reflects securities held directly by Silver (Equity) Holdings, LP. ( 4 )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. ( 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. ( 6 )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. ( 7 )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.

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