SEC Filing | Gogo Inc.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Betjemann Jessica

(Last)

(First)

(Middle)

111 N. CANAL STREET, STE 1400

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/09/2021

3. Issuer Name and Ticker or Trading Symbol
Gogo Inc. [ GOGO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Finance, Treasurer & CAO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	21,434	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options (Right to Buy)	⁽¹⁾	03/17/2030	Common Stock	19,000	2.14	D
Options (Right to Buy)	⁽²⁾	06/12/2030	Common Stock	30,776	2.61	D
Performance Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	231	⁽⁴⁾	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	693	⁽⁶⁾	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	1,250	⁽⁶⁾	D
Restricted Stock Units	⁽⁸⁾	⁽⁸⁾	Common Stock	332	⁽⁶⁾	D
Restricted Stock Units	⁽⁹⁾	⁽⁹⁾	Common Stock	5,500	⁽⁶⁾	D
Restricted Stock Units	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	7,500	⁽⁶⁾	D
Restricted Stock Units	⁽¹¹⁾	⁽¹¹⁾	Common Stock	27,750	⁽⁶⁾	D
Restricted Stock Unit	⁽¹²⁾	⁽¹²⁾	Common Stock	28,557	⁽⁶⁾	D

Explanation of Responses:

1. These options were granted on March 17, 2020 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.

2. These options vest on December 31, 2022, subject to continued employment with the Company.

3. Following the elimination of the performance conditions for these restricted stock units by the Compensation Committee of the Company, these restricted stock units provided for vesting in four annual installments beginning on the first anniversary of February 17, 2018, subject to continued employment with the Company.

4. 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.

5. 2,775 restricted stock units were granted on February 17, 2018. 2,082 of these restricted stock units have vested and settled and 693 are scheduled to vest on February 17, 2022, subject to continued employment with the Company.

6. Each restricted stock unit represents the contingent right to receive one share of the Company's common stock or its equivalent value in cash.

7. 5,000 restricted stock units were granted on June 8, 2018. 3,750 of these restricted stock units have vested and settled and 1,250 are scheduled to vest on June 8, 2022, subject to continued employment of the Company.

8. 665 restricted stock units were granted on August 31, 2018. 333 of these restricted stock units have vested and settled and 332 are scheduled to vest ratably in equal installments on August 31, 2021 and August 31, 2022, subject to continued employment of the Company.

9. 11,000 restricted stock units were granted on March 10, 2019. 5,500 of these restricted stock units have vested and settled and 5,500 are scheduled to vest ratably in equal installments on March 10, 2022 and March 10, 2023, subject to continued employment of the Company.

10. 15,000 restricted stock units were granted on March 11, 2019. 7,500 of these restricted stock units have vested and settled and 7,500 are scheduled to vest ratably in equal installments on March 10, 2022 and March 10, 2023, subject to continued employment of the Company.

11. 11,000 of these restricted stock units vest in four equal installments on the first four anniversaries of March 17, 2020 and 19,500 of these restricted stock units will vest on December 31, 2022, in each case, subject to continued employment with the Company.

12. 28,557 of these restricted stock units vest in four equal installments on the first four anniversaries of March 29, 2021, subject to continued employment with the Company.

Remarks:

	/s/ Marguerite M. Elias, Attorney-in-Fact for Jessica Betjemann	08/13/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS


	Know all by these presents, that the undersigned hereby constitutes and
appoints Marguerite M. Elias, as the undersigned's true and lawful
attorney-in-fact to:

(1)	execute for and on behalf of the undersigned, in the undersigned's capacity
as an Officer and/or Director of Gogo Inc. (the "Company"), (i) Forms 3, 4, and
5 and other forms required to be filed in accordance with Section 16(a) of the
Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder (a
"Section 16 Form"), and (ii) a Form ID and any other forms required to be filed
or submitted in accordance with Regulation S-T promulgated by the United States
Securities and Exchange Commission (or any successor provision) in order to file
a Section 16 Form electronically (a "Form ID", and, together with a Section 16
Form, the "Forms and Schedules");

(2)	do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Forms and
Schedules, complete and execute any amendment or amendments thereto, and timely
file such Forms and Schedules with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and

(3)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as he or she may approve in his or her
discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary or
proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or his or her
substitute or substitutes, shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers herein granted.  The
undersigned acknowledges that such attorney-in-fact is serving in such capacity
at the request of the undersigned, and is not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Exchange Act.

The Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file any Forms and Schedules with respect
to the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to each such attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 11th day of August, 2021.





By: /s/ Jessica Betjemann
    Jessica Betjemann