Bayer Michael P. Form 4 Gogo / Michael P. Bayer ownership change

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^*

Bayer Michael P.

(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)
SVP, Controller & CAO

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)	$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

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.

Remarks:

	/s/ Margee Elias, Attorney-in-Fact for Michael P. Bayer	06/16/2020
	** Signature of Reporting Person	Date
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