Sec Form 4 Filing - Bayer Michael P. @ Gogo Inc. - 2020-06-12

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 Bayer Michael P. 2. Issuer Name and Ticker or Trading Symbol Gogo Inc. [ GOGO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, Controller & CAO (Last) (First) (Middle) 111 N. CANAL STREET, STE 1500 3. Date of Earliest Transaction (MM/DD/YY) 06/12/2020 (Street) CHICAGO, IL60606 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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

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 Options (Right to Buy) $ 15.89 06/12/2020 D 41,429 ( 1 ) 08/31/2025 Common Stock 41,429 ( 2 ) 0 D Options (Right to Buy) $ 8.37 06/12/2020 D 25,500 ( 3 ) 06/24/2026 Common Stock 25,500 ( 2 ) 0 D Options (Right to Buy) $ 11.96 06/12/2020 D 23,000 ( 4 ) 03/14/2027 Common Stock 23,000 ( 2 ) 0 D Performance Options (Right to Buy) $ 11.96 06/12/2020 D 7,710 ( 5 ) 03/14/2027 Common Stock 7,710 ( 2 ) 0 D Options (Right to Buy) $ 10.23 06/12/2020 D 19,575 ( 6 ) 02/17/2028 Common Stock 19,575 ( 2 ) 0 D Performance Options (Right to Buy) $ 10.23 06/12/2020 D 6,525 ( 7 ) 02/17/2028 Common Stock 6,525 ( 2 ) 0 D Options (Right to Buy) $ 4.57 06/12/2020 D 19,000 ( 8 ) 03/10/2029 Common Stock 19,000 ( 2 ) 0 D Options (Right to Buy) $ 2.61 06/12/2020 A 65,516 ( 9 ) 06/12/2030 Common Stock 65,516 ( 2 ) 65,516 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bayer Michael P. 111 N. CANAL STREET, STE 1500 CHICAGO, IL60606 SVP, Controller & CAO Signatures /s/ Margee Elias, Attorney-in-Fact for Michael P. Bayer 06/16/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These options provided for vesting in four annual installments beginning on the first anniversary of August 31, 2015, subject to continued employment with the Company. ( 2 )On 6/12/20, pursuant to its option exchange program, the issuer cancelled the following options to purchase shares of common stock held by the reporting person: (i) options to purchase 41,429 shares granted on 8/31/15, (ii) options to purchase 25,500 shares granted on 6/24/16, (iii) options to purchase (A) 23,000 shares and (B) 7,710 shares granted on 3/14/17, (iv) options to purchase (A) 19,575 shares and (B) 6,525 shares granted on 2/17/18, and (v) options to purchase 19,000 shares granted on 3/10/19. In exchange, the reporting person received replacement options to purchase 65,516 shares of common stock, having an exercise price of $2.61 per share. ( 3 )These options provided for vesting in four annual installments beginning on the first anniversary of May 26, 2016, subject to the continued employment with the Company. ( 4 )These options provided for vesting in four annual installments beginning on the first anniversary of March 14, 2017, subject to continued employment with the Company. ( 5 )Following the elimination of the performance conditions for these options by the Compensation Committee of the Company, these options provided for vesting in four annual installments beginning on the first anniversary of March 14, 2017, subject to continued employment with the Company. ( 6 )These options provided for vesting in four annual installments beginning on the first anniversary of February 17, 2018, subject to continued employment with the Company. ( 7 )Following the elimination of the performance conditions for these options by the Compensation Committee of the Company, these options provided for vesting in four annual installments beginning on the first anniversary of February 17, 2018, subject to continued employment with the Company. ( 8 )These options provided for vesting in four annual installments beginning on the first anniversary of March 10, 2019, subject to continued employment with the Company. ( 9 )These options vest on December 31, 2022, subject to continued employment with the Company.

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