Sec Form 3 Filing - Betjemann Jessica @ Gogo Inc. - 2021-08-09

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

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 Betjemann Jessica 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, Finance, Treasurer & CAO (Last) (First) (Middle) 111 N. CANAL STREET, STE 1400 3. Date of Earliest Transaction (MM/DD/YY) 08/09/2021 (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 Common Stock 21,434 D

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) $ 2.14 ( 1 ) 03/17/2030 Common Stock 19,000 D Options (Right to Buy) $ 2.61 ( 2 ) 06/12/2030 Common Stock 30,776 D Performance Restricted Stock Units ( 4 ) ( 3 ) ( 3 ) Common Stock 231 D Restricted Stock Units ( 6 ) ( 5 ) ( 5 ) Common Stock 693 D Restricted Stock Units ( 6 ) ( 7 ) ( 7 ) Common Stock 1,250 D Restricted Stock Units ( 6 ) ( 8 ) ( 8 ) Common Stock 332 D Restricted Stock Units ( 6 ) ( 9 ) ( 9 ) Common Stock 5,500 D Restricted Stock Units ( 6 ) ( 10 ) ( 10 ) Common Stock 7,500 D Restricted Stock Units ( 6 ) ( 11 ) ( 11 ) Common Stock 27,750 D Restricted Stock Unit ( 6 ) ( 12 ) ( 12 ) Common Stock 28,557 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Betjemann Jessica 111 N. CANAL STREET, STE 1400 CHICAGO, IL60606 SVP, Finance, Treasurer & CAO Signatures /s/ Marguerite M. Elias, Attorney-in-Fact for Jessica Betjemann 08/13/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These options were granted on March 17, 2020 and are scheduled to vest and become exercisable in four equal annual installments on the first four anniversaries of the grant date, subject to continued employment with the Company. ( 2 )These options vest on December 31, 2022, subject to continued employment with the Company. ( 3 )Following the elimination of the performance conditions for these restricted stock units by the Compensation Committee of the Company, these restricted stock units provided for vesting in four annual installments beginning on the first anniversary of February 17, 2018, subject to continued employment with the Company. ( 4 )Each performance restricted stock unit represents the contingent right to receive one share of the Company's common stock or its equivalent value in cash. ( 5 )2,775 restricted stock units were granted on February 17, 2018. 2,082 of these restricted stock units have vested and settled and 693 are scheduled to vest on February 17, 2022, subject to continued employment with the Company. ( 6 )Each restricted stock unit represents the contingent right to receive one share of the Company's common stock or its equivalent value in cash. ( 7 )5,000 restricted stock units were granted on June 8, 2018. 3,750 of these restricted stock units have vested and settled and 1,250 are scheduled to vest on June 8, 2022, subject to continued employment of the Company. ( 8 )665 restricted stock units were granted on August 31, 2018. 333 of these restricted stock units have vested and settled and 332 are scheduled to vest ratably in equal installments on August 31, 2021 and August 31, 2022, subject to continued employment of the Company. ( 9 )11,000 restricted stock units were granted on March 10, 2019. 5,500 of thes e restricted stock units have vested and settled and 5,500 are scheduled to vest ratably in equal installments on March 10, 2022 and March 10, 2023, subject to continued employment of the Company. ( 10 )15,000 restricted stock units were granted on March 11, 2019. 7,500 of these restricted stock units have vested and settled and 7,500 are scheduled to vest ratably in equal installments on March 10, 2022 and March 10, 2023, subject to continued employment of the Company. ( 11 )11,000 of these restricted stock units vest in four equal installments on the first four anniversaries of March 17, 2020 and 19,500 of these restricted stock units will vest on December 31, 2022, in each case, subject to continued employment with the Company. ( 12 )28,557 of these restricted stock units vest in four equal installments on the first four anniversaries of March 29, 2021, subject to continued employment with the Company.

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.