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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Jackson Karen
  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)
For. EVP, Chf People Exp. Off
(Last)
(First)
(Middle)
105 EDGEVIEW DRIVE, STE 300
3. Date of Earliest Transaction (Month/Day/Year)
04/02/2024
(Street)

BROOMFIELD, CO 80021
4. If Amendment, Date 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
(City)
(State)
(Zip)
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
Common Stock 04/02/2024   M(5)   46,155 A (1) 108,301 D  
Common Stock 04/02/2024   F   13,521 D $ 8.36 94,780 D  

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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 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
Restricted Stock Units (1) 04/02/2024   M     12,933   (2)(5)   (2) Common Stock 12,933 $ 0 0 D  
Restricted Stock Units (1) 04/02/2024   M     11,898   (3)(5)   (3) Common Stock 11,898 $ 0 0 D  
Restricted Stock Units (1) 04/02/2024   M     21,324   (4)(5)   (4) Common Stock 21,324 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Jackson Karen
105 EDGEVIEW DRIVE, STE 300
BROOMFIELD, CO 80021
      For. EVP, Chf People Exp. Off  

Signatures

 /s/ Crystal L. Gordon, Attorney-in-Fact for Karen Jackson   04/04/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Restricted stock units convert into common stock on a one-for-one basis.
(2) On March 29, 2021, the reporting person was granted 51,735 restricted stock units, initially set to vest in four equal annual installments on the first four anniversaries of March 29, 2021, subject to continued employment with the Company.
(3) On March 24, 2022, the reporting person was granted 23,797 restricted stock units, initially set to vest in four equal annual installments on the first four anniversaries of March 24, 2022, subject to continued employment with the Company.
(4) On March 3, 2023, the reporting person was granted 28,433 restricted stock units, initially set to vest in four equal annual installments on the first four anniversaries of March 3, 2023, subject to continued employment with the Company.
(5) The vesting of these restricted stock units was automatically accelerated in full pursuant to the terms of the reporting person's employment agreement with the Company (as previously approved by the compensation committee), in connection with her employment ending thereunder effective April 2, 2024.

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