Sec Form 4 Filing - Mudrick Capital Management, L.P. @ Gogo Inc. - 2020-11-18

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Mudrick Capital Management, L.P. 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) 527 MADISON AVENUE, 6TH FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 11/18/2020 (Street) NEW YORK, NY10022 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, par value $0.0001 per share ( 1 ) 11/18/2020 S 233,800 D $ 10.4376 ( 3 ) 8,493,014 ( 1 ) I See footnote ( 2 ) Common Stock, par value $0.0001 per share ( 1 ) 11/19/2020 S 213,390 D $ 9.966 ( 4 ) 8,279,624 ( 1 ) I See footnote ( 2 ) Common Stock, par value $0.0001 per share ( 1 ) 11/20/2020 S 20,650 D $ 9.9065 ( 5 ) 8,258,974 ( 1 ) I See footnote ( 2 )

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 Call Options (obligation to sell at purchaser's option) $ 11 11/18/2020 S 2,000 ( 6 ) 01/15/2021 Common Stock, par value $0.0001 per share ( 2 ) 200,000 $ 1.4 2,000 I ( 2 ) See footnote ( 2 ) Call Options (obligation to sell at purchaser's option) $ 12 11/18/2020 S 2,503 ( 6 ) 01/15/2021 Common Stock, par value $0.0001 per share ( 2 ) 250,300 $ 1.0001 2,503 I ( 2 ) See footnote ( 2 ) Call Options (obligation to sell at purchaser's option) $ 10 11/19/2020 S 3,000 ( 7 ) 01/15/2021 Common Stock, par value $0.0001 per share ( 2 ) 300,000 $ 1.3583 3,000 I ( 2 ) See footnote ( 2 ) 6.00% CONVERTIBLE SENIOR NOTES DUE 2022 ( 8 ) 11/19/2020 S 400,000 ( 8 ) 05/15/2022 Common Stock, par value $0.0001 per share ( 2 ) 66,667 $ 175.0058 9,744,000 ( 9 ) I ( 2 ) See footnote ( 2 ) 6.00% CONVERTIBLE SENIOR NOTES DUE 2022 ( 8 ) 11/20/2020 S 2,895,000 ( 8 ) 05/15/2022 Common Stock, par value $0.0001 per share ( 2 ) 482,500 $ 169 6,849,000 ( 9 ) I ( 2 ) See footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mudrick Capital Management, L.P. 527 MADISON AVENUE, 6TH FLOOR NEW YORK, NY10022 X Mudrick Distressed Opportunity Specialty Fund, L.P. 527 MADISON AVENUE, 6TH FLOOR NEW YORK, NY10022 X Mudrick Distressed Opportunity Drawdown Fund II, L.P. C/O MUDRICK CAPITAL MANAGEMENT, L.P. 527 MADISON AVENUE, 6TH FLOOR NEW YORK, NY10022 X Mudrick Distressed Opportunity Fund Global, LP 527 MADISON AVENUE 6TH FLOOR NEW YORK, NY10022 X Mudrick GP, LLC 527 MADISON AVENUE, 6TH FLOOR NEW YORK, NY10022 X Mudrick Distressed Opportunity Drawdown Fund II GP, LLC 527 MADISON AVENUE 6TH FLOOR NEW YORK, NY10022 X Mudrick Capital Management LLC 527 MADISON AVENUE, 6TH FLOOR NEW YORK, NY10022 X Mudrick Jason C/O MUDRICK CAPITAL MANAGEMENT, L.P. 527 MADISON AVENUE, 6TH FLOOR NEW YORK, NY10022 X Signatures MUDRICK CAPITAL MANAGEMENT, L.P.; By Mudrick Capital Management, LLC; By: /s/ Jason Mudrick 11/20/2020 Signature of Reporting Person Date MUDRICK DISTRESSED OPPORTUNITY SPECIALTY FUND, L.P.; By: Mudrick GP, LLC; By: /s/ Jason Mudrick 11/20/2020 Signature of Reporting Person Date MUDRICK DISTRESSED OPPORTUNITY DRAWDOWN FUND II, L.P.; By; Mudrick Distressed Opportunity Drawdown Fund II GP, LLC; By: /s/ Jason Mudrick 11/20/2020 Signature of Reporting Person Date MUDRICK DISTRESSED OPPORTUNITY FUND GLOBAL, L.P.; By: Mudrick GP, LLC; By: /s/ Jason Mudrick 11/20/2020 Signature of Reporting Person Date MUDRICK GP, LLC; By: /s/ Jason Mudrick 11/20/2020 Signature of Reporting Person Date MUDRICK DISTRESSED OPPORTUNITY DRAWDOWN FUND II GP, LLC; By: /s/ Jason Mudrick 11/20/2020 Signature of Reporting Person Date MUDRICK CAPITAL MANAGEMENT, LLC; By: /s/ Jason Mudrick 11/20/2020 Signature of Reporting Person Date By: /s/ Jason Mudrick 11/20/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is filed jointly by Mudrick Distressed Opportunity Specialty Fund, L.P. ("Specialty LP"), Mudrick Distressed Opportunity Drawdown Fund II, L.P. ("Drawdown II LP"), Mudrick Distressed Opportunity Fund Global, L.P. ("Global LP"), Mudrick GP, LLC ("Mudrick GP"), Mudrick Distressed Opportunity Drawdown Fund II GP, LLC ("Drawdown II GP"), Mudrick Capital Management, L.P. ("MCM"), Mudrick Capital Management, LLC ("MCM GP"), and Jason Mudrick. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. ( 2 )Securities beneficially owned by MCM. Mudrick GP is the general partner of Specialty LP and Global LP and may be deemed the beneficial owner of the securities beneficially owned by Specialty LP and Global LP. Drawdown II GP is the general partner of Drawdown II LP and may be deemed the beneficial owner of the securities beneficially owned by Drawdown II LP. MCM is the investment manager to Specialty LP, Drawdown II LP, Global LP and certain managed accounts. MCM GP is the general partner of MCM. Mr. Mudrick is the sole member of Mudrick GP, Drawdown II GP and MCM GP. By virtue of these relationships, each of MCM, MCM GP and Mr. Mudrick may be deemed the beneficial owner of the securities beneficially owned by Specialty LP, Drawdown II LP, Global LP and certain managed accounts. ( 3 )The price reported is a weighted average price. The Common Stock was disposed of in multiple transactions at prices ranging from $10.0400 to $11.0250, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the ranges set forth in this footnote. ( 4 )The price reported is a weighted average price. The Common Stock was disposed of in multiple transactions at prices ranging from $9.7650 to $10.2100, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the ranges set forth in this footnote. ( 5 )The price reported is a weighted average price. The Common Stock was disposed of in multiple transactions at prices ranging from $9.8150 to $10.0500, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the ranges set forth in this footnote. ( 6 )Such options are exercisable as of November 18, 2020 and were immediately exercisable upon their acquisition. ( 7 )Such options are exercisable as of November 19, 2020 and were immediately exercisable upon their acquisition. ( 8 )The initial conversion rate of the Notes is 166.6667 shares of common stock per $1,000 principal amount of Notes, which corresponds to an initial conversion price of approximately $6.00 per share and represents a conversion premium of approximately 20.0% over the last reported sale price of the Company's common stock of $5.00 per share on The NASDAQ Global Select Market on November 16, 2018. The Notes will be convertible prior to January 15, 2022, only under certain circumstances (as set forth in the Indenture) and thereafter at any time. ( 9 )The Notes will bear interest at a rate of 6.00% per year, payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2019. The Notes will mature on May 15, 2022, unless earlier repurchased by the Company or converted.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.