Sec Form 4 Filing - THORNE OAKLEIGH @ 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 THORNE OAKLEIGH 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 X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 63 FRONT STREET, P.O BOX 258 3. Date of Earliest Transaction (MM/DD/YY) 06/12/2020 (Street) MILLBROOK, NY12545 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) $ 9.39 06/12/2020 D 700,000 ( 1 ) 03/04/2028 Common Stock 700,000 ( 2 ) 0 D Options (Right to Buy) $ 9.39 06/12/2020 D 86,750 ( 3 ) 03/04/2028 Common Stock 86,750 ( 2 ) 0 D Options (Right to Buy) $ 9.39 06/12/2020 D 86,750 ( 4 ) 03/04/2028 Common Stock 86,750 ( 2 ) 0 D Options (Right to Buy) $ 4.57 06/12/2020 D 47,500 ( 5 ) 03/10/2029 Common Stock 47,500 ( 2 ) 0 D Options (Right to Buy) $ 4.57 06/12/2020 D 142,500 ( 6 ) 03/10/2029 Common Stock 142,500 ( 2 ) 0 D Options (Right to Buy) $ 2.61 06/12/2020 A 625,591 ( 7 ) 06/12/2030 Common Stock 625,591 ( 2 ) 625,591 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other THORNE OAKLEIGH 63 FRONT STREET, P.O BOX 258 MILLBROOK, NY12545 X X President and CEO Signatures /s/ Margee Elias, Attorney-in-Fact for Oakleigh Thorne 06/16/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These options provided for vesting as follows: (i) 25% of the options vest on the first anniversary of March 4, 2018 and (ii) the remaining 75% of the options vest in equal monthly installments on the three year period beginning immediately following the first anniversary of March 4, 2018, in each case, subject to continued employment with the Company. ( 2 )On June 12, 2020, the issuer cancelled, pursuant to the issuer's option exchange program, (i) options to purchase 700,000 shares of common stock granted to the reporting person on March 4, 2018, (ii) options to purchase 86,750 shares of common stock granted to the reporting person on March 4, 2018, (iii) options to purchase 86,750 shares of common stock granted to the reporting person on March 4, 2018, (iv) options to purchase 47,500 shares of common stock granted to the reporting person on March 10, 2019 and (v) options to purchase 142,500 shares of common stock granted to the reporting person on March 10, 2019. In exchange, the reporting person received replacement options to purchase 625,591 shares, 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 March 4, 2018, subject to continued employment with the Company. ( 4 )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 4, 2018, 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 10, 2019, subject to continued employment with the Company. ( 6 )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. ( 7 )These options vest on December 31, 2022, subject to continued employment with the Company.

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