X0306 4 2020-03-17 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 Common Stock 2020-03-17 4 M 0 15675 A 60853 D Performance Restricted Stock 2020-03-17 4 M 0 10000 0.00 D Common Stock 10000 10000 D Performance Restricted Stock Units 2020-03-17 4 M 0 2750 0.00 D Common Stock 2750 2750 D Performance Restricted Stock Units 2020-03-17 4 M 0 2925 0.00 D Common Stock 2925 8775 D Options (Right to Buy) 2.14 2020-03-17 4 A 0 53000 0.00 A 2030-03-17 Common Stock 53000 53000 D Restricted Stock Units 2020-03-17 4 A 0 87250 0.00 A Common Stock 87250 87250 D Includes restricted shares. Restricted stock units convert into common stock on a one-for-one basis. On April 24, 2017, the reporting person was granted 20,000 performance restricted stock units which were subject to both time-based vesting and performance-based vesting. Effective March 17, 2020, the Compensation Committee of the Company eliminated the performance conditions for these restricted stock units. This modification resulted in the immediate vesting and settlement of 10,000 restricted stock units, corresponding to the portion of the award for which service-vesting dates had previously elapsed. The remaining restricted stock units will vest in two equal installments on April 24, 2020 and the first anniversary thereof, subject to continued employment with the Company. On February 17, 2018, the reporting person was granted 5,500 performance restricted stock units which were subject to both time-based vesting and performance-based vesting. Effective March 17, 2020, the Compensation Committee of the Company eliminated the performance conditions for these restricted stock units. This modification resulted in the immediate vesting and settlement of 2,750 restricted stock units, corresponding to the portion of the award for which service-vesting dates had previously elapsed. The remaining restricted stock units will vest in two equal installments on the first two anniversaries of February 17, 2020, subject to continued employment with the Company. On March 10, 2019, the reporting person was granted 11,700 performance restricted stock units which were subject to both time-based vesting and performance-based vesting. Effective March 17, 2020, the Compensation Committee of the Company eliminated the performance conditions for these restricted stock units. This modification resulted in the immediate vesting and settlement of 2,925 restricted stock units, corresponding to the portion of the award for which service-vesting dates had previously elapsed. The remaining restricted stock units will vest in three equal installments on the first three anniversaries of March 10, 2020, subject to continued employment with the Company. These options will vest and become exercisable in four equal installments on the first four anniversaries of March 17, 2020, subject to continued employment with the Company. Each restricted stock unit represents the contingent right to receive one share of the Company's common stock or its equivalent value in cash. 32,000 of these restricted stock units will vest in four equal installments on the first four anniversaries of March 17, 2020 and 55,250 of these restricted stock units will vest on December 31, 2022, in each case, subject to continued employment with the Company. /s/ Margee Elias, Attorney-in-Fact for Barry L. Rowan 2020-03-19