X0306 4 2020-06-12 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 Options (Right to Buy) 12.50 2020-06-12 4 D 0 200000 D 2027-04-24 Common Stock 200000 0 D Options (Right to Buy) 12.50 2020-06-12 4 D 0 100000 D 2027-04-24 Common Stock 100000 0 D Options (Right to Buy) 10.23 2020-06-12 4 D 0 37000 D 2028-02-17 Common Stock 37000 0 D Options (Right to Buy) 10.23 2020-06-12 4 D 0 37000 D 2028-02-17 Common Stock 37000 0 D Options (Right to Buy) 5.26 2020-06-12 4 D 0 50000 D 2029-04-30 Common Stock 50000 0 D Options (Right to Buy) 2.61 2020-06-12 4 A 0 249414 A 2030-06-12 Common Stock 249414 249414 D These options provided for vesting in four annual installments beginning on the first anniversary of April 24, 2017, subject to continued employment with the Company. 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 (A) 200,000 shares and (B) 100,000 shares granted on 4/24/17, (ii) options to purchase (A) 37,000 shares and (B) 37,000 shares granted on 2/17/18 and (iii) 50,000 shares granted on 4/30/19. In exchange, the reporting person received replacement options to purchase 249,414 shares of common stock, having an exercise price of $2.61 per share. 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 April 24, 2017, subject to continued employment with 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. 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. These options provided for vesting as follows: (i) 50% of the options vest on December 31, 2020 and (ii) the remaining 50% vest on December 31, 2021, subject to continued employment with the Company. These options vest on December 31, 2022, subject to continued employment with the Company. /s/ Margee Elias, Attorney-in-Fact for Barry L. Rowan 2020-06-16