SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
WADE JOHN
(Last) (First) (Middle)
111 N. CANAL STREET, STE 1500
(Street)
CHICAGO IL 60606
(City) (State) (Zip)
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)
President, CA division
3. Date of Earliest Transaction (Month/Day/Year)
06/12/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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) $17.78 06/12/2020 D 82,400 (1) 12/14/2021 Common Stock 82,400 (2) 0 D
Options (Right to Buy) $18.72 06/12/2020 D 82,400 (3) 06/05/2023 Common Stock 82,400 (2) 0 D
Options (Right to Buy) $17.68 06/12/2020 D 100,000 (4) 05/28/2024 Common Stock 100,000 (2) 0 D
Options (Right to Buy) $21.45 06/12/2020 D 64,600 (5) 05/26/2025 Common Stock 64,600 (2) 0 D
Options (Right to Buy) $8.37 06/12/2020 D 64,600 (6) 06/24/2026 Common Stock 64,600 (2) 0 D
Options (Right to Buy) $12.23 06/12/2020 D 19,400 (7) 08/31/2026 Common Stock 19,400 (2) 0 D
Options (Right to Buy) $11.96 06/12/2020 D 58,340 (8) 03/14/2027 Common Stock 58,340 (2) 0 D
Options (Right to Buy) $11.96 06/12/2020 D 29,840 (9) 03/14/2027 Common Stock 29,840 (2) 0 D
Options (Right to Buy) $10.23 06/12/2020 D 37,000 (10) 02/17/2028 Common Stock 37,000 (2) 0 D
Options (Right to Buy) $10.23 06/12/2020 D 37,000 (11) 02/17/2028 Common Stock 37,000 (2) 0 D
Options (Right to Buy) $4.57 06/12/2020 D 60,550 (12) 03/10/2029 Common Stock 60,550 (2) 0 D
Options (Right to Buy) $4.57 06/12/2020 D 20,200 (13) 03/10/2029 Common Stock 20,200 (2) 0 D
Options (Right to Buy) $2.61 06/12/2020 A 219,171 (14) 06/12/2030 Common Stock 219,171 (2) 219,171 D
Explanation of Responses:
1. These options provided for vesting in four annual installments beginning on the first anniversary of December 14, 2011, 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 82,400 shares granted on 12/14/11, (ii) options to purchase 82,400 shares granted on 6/5/13, (iii) options to purchase 100,000 shares granted on 5/28/14, (iv) options to purchase 64,600 shares granted on 5/26/15, (v) options to purchase 64,600 shares granted on 6/24/16, (vi) options to purchase 19,400 shares granted on 8/31/16, (vii) options to purchase (A) 58,340 shares and (B) 29,840 shares granted on 3/14/17, (viii) options to purchase (A) 37,000 shares and (B) 37,000 shares granted on 2/17/18, and (ix) options to purchase (A) 60,550 shares and (B) 20,200 shares granted on 3/10/19. In exchange, the reporting person received replacement options to purchase 219,171 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 June 5, 2013, subject to continued employment with the Company.
4. These options provided for vesting in four annual installments beginning on the first anniversary of May 28, 2014, subject to continued employment with the Company.
5. These options provided for vesting in four annual installments beginning on the first anniversary of May 26, 2015, subject to continued employment with the Company.
6. These options provided for vesting in four annual installments beginning on the first anniversary of May 26, 2016, subject to continued employment with the Company.
7. These options provided for vesting in four annual installments beginning on the first anniversary of May 26, 2016, subject to continued employment with the Company.
8. 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.
9. 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.
10. 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.
11. 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.
12. 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.
13. 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.
14. These options vest on December 31, 2022, subject to continued employment with the Company.
Remarks:
/s/ Margee Elias, Attorney-in-Fact for John Wade 06/16/2020
** Signature of Reporting Person Date
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).
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