X0306 4 2018-02-17 0 0001537054 Gogo Inc. GOGO 0001253821 ROWAN BARRY L 111 N. CANAL STREET, STE 1500 CHICAGO IL 60606 0 1 0 0 EVP and CFO Restricted Stock Units 2018-02-17 4 A 0 5500 0.00 A Common Stock 5500 5500 D Options (Right to Buy) 10.23 2018-02-17 4 A 0 37000 0.00 A 2028-02-17 Common Stock 37000 37000 D Performance Restricted Stock Units 2018-02-17 4 A 0 5500 0.00 A Common Stock 5500 5500 D Performance Options (Right to Buy) 10.23 2018-02-17 4 A 0 37000 0.00 A 2028-02-17 Common Stock 37000 37000 D Each restricted stock unit represents the contingent right to receive one share of the Company's common stock or its equivalent value in cash. These restricted stock units vest in four equal installments on the first four anniversaries of February 17, 2018, subject to continued employment with the Company. These options were granted on February 17, 2018 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. 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. The performance restricted stock units vest and are settled when they have both time vested and performance vested as follows: (i) the performance restricted stock units time vest in equal annual installments on the first four anniversaries of February 17, 2018 and (ii) the performance restricted stock units performance vest at such time, if any, as the per share closing price of Gogo common stock on the NASDAQ market during the period beginning on the grant date and ending on the fourth anniversary of February 17, 2018 equals or exceeds $25 for a period of 30 consecutive trading days. Any performance restricted stock unit that has not performance vested by February 17, 2022 shall be forfeited. The performance options vest and become exercisable when they have both time vested and performance vested as follows: (i) the performance options time vest in equal annual installments on the first four anniversaries of February 17, 2018 and (ii) the performance options performance vest at such time, if any, as the per share closing price of Gogo common stock on the NASDAQ market during the period beginning on the grant date and ending on the fourth anniversary of February 17, 2018 equals or exceeds $25 for a period of 30 consecutive trading days. Any performance option that has not performance vested by February 17, 2022 shall be forfeited. /s/ Margee Elias, Attorney-in-Fact for Barry L. Rowan 2018-02-20