Edgar Filing: Gogo Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

AC ACQUISITION I LLC

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

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O RIPPLEWOOD HOLDINGS L.L.C., ONE ROCKEFELLER PLAZA, 32ND FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2013

(Street)

NEW YORK, NY 10020

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/26/2013		C		2,244,157.31	A	$ 8.5 ⁽⁵⁾ ⁽⁶⁾	3,622,990.7	D ⁽¹⁾ ⁽²⁾
Common Stock	06/26/2013		C		696,247.39	A	$ 9.7087	4,319,238.09	D ⁽¹⁾ ⁽²⁾
Common Stock	06/26/2013		C		9,442,207.38	A	$ 9.7087	13,761,445.48	D ⁽¹⁾ ⁽²⁾
Common Stock	06/26/2013		C		5,984,052.91	A	$ 10.4369	19,745,498.38	D ⁽¹⁾ ⁽²⁾
Common Stock	06/26/2013		J⁽¹²⁾		1.38	D	$ 17	19,745,497	D ⁽¹⁾ ⁽²⁾
Common Stock	06/26/2013		C		845,934.17	A	$ 8.5 ⁽⁸⁾ ⁽⁹⁾	1,433,893.19	D ⁽³⁾ ⁽⁴⁾
Common Stock	06/26/2013		C		262,450.17	A	$ 9.7087	1,696,343.36	D ⁽³⁾ ⁽⁴⁾
Common Stock	06/26/2013		C		3,644,262.44	A	$ 9.7087	5,340,605.8	D ⁽³⁾ ⁽⁴⁾
Common Stock	06/26/2013		C		2,553,526.17	A	$ 10.4369	7,894,131.97	D ⁽³⁾ ⁽⁴⁾
Common Stock	06/26/2013		J⁽¹²⁾		0.97	D	$ 17	7,894,131	D ⁽³⁾ ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class A Senior Convertible Preferred Stock

$ 8.5 ⁽⁵⁾ ⁽⁶⁾

06/26/2013

1,626.78

⁽⁵⁾⁽⁶⁾

Common Stock

2,244,157.31 ⁽⁵⁾ ⁽⁶⁾

⁽⁵⁾ ⁽⁶⁾

D ⁽¹⁾ ⁽²⁾

Class A Senior Convertible Preferred Stock

$ 9.7087

06/26/2013

600.36

06/30/2011

⁽⁷⁾

Common Stock

696,247.39 ⁽⁷⁾

⁽⁷⁾

D ⁽¹⁾ ⁽²⁾

Class B Senior Convertible Preferred Stock

$ 9.7087

06/26/2013

7,447.27

12/31/2009

⁽¹⁰⁾

Common Stock

9,442,207.38 ⁽¹⁰⁾

⁽¹⁰⁾

D ⁽¹⁾ ⁽²⁾

Junior Convertible Preferred Stock

$ 10.4369

06/26/2013

6,246.4

12/31/2009

⁽¹¹⁾

Common Stock

5,984,052.91 ⁽¹¹⁾

⁽¹¹⁾

D ⁽¹⁾ ⁽²⁾

Class A Senior Convertible Preferred Stock

$ 8.5 ⁽⁸⁾ ⁽⁹⁾

06/26/2013

613.21

⁽⁸⁾⁽⁹⁾

Common Stock

845,934.17 ⁽⁸⁾ ⁽⁹⁾

⁽⁸⁾ ⁽⁹⁾

D ⁽³⁾ ⁽⁴⁾

Class A Senior Convertible Preferred Stock

$ 9.7087

06/26/2013

226.31

06/30/2011

⁽⁷⁾

Common Stock

262,450.17 ⁽⁷⁾

⁽⁷⁾

D ⁽³⁾ ⁽⁴⁾

Class B Senior Convertible Preferred Stock

$ 9.7087

06/26/2013

2,874.31

12/31/2009

⁽¹⁰⁾

Common Stock

3,644,262.44 ⁽¹⁰⁾

⁽¹⁰⁾

D ⁽³⁾ ⁽⁴⁾

Junior Convertible Preferred Stock

$ 10.4369

06/26/2013

2,665.47

12/31/2009

⁽¹¹⁾

Common Stock

2,553,526.17 ⁽¹¹⁾

⁽¹¹⁾

D ⁽³⁾ ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
AC ACQUISITION I LLC C/O RIPPLEWOOD HOLDINGS L.L.C. ONE ROCKEFELLER PLAZA, 32ND FLOOR NEW YORK, NY 10020		X
AC ACQUISITION II LLC C/O RIPPLEWOOD HOLDINGS L.L.C. ONE ROCKEFELLER PLAZA, 32ND FLOOR NEW YORK, NY 10020		X
COLLINS TIMOTHY C C/O RIPPLEWOOD HOLDINGS L.L.C. ONE ROCKEFELLER PLAZA, 32ND FLOOR NEW YORK, NY 10020	X	X
RIPPLEWOOD PARTNERS II LP C/O RIPPLEWOOD HOLDINGS L.L.C. ONE ROCKEFELLER PLAZA, 32ND FLOOR NEW YORK, NY 10020		X
Ripplewood Partners II GP, L.P. C/O RIPPLEWOOD HOLDINGS L.L.C. ONE ROCKEFELLER PLAZA, 32ND FLOOR NEW YORK, NY 10020		X
Collins Family Partners, L.P. C/O RIPPLEWOOD HOLDINGS L.L.C. ONE ROCKEFELLER PLAZA, 32ND FLOOR NEW YORK, NY 10020		X
Collins Family Partner Inc. C/O RIPPLEWOOD HOLDINGS L.L.C. ONE ROCKEFELLER PLAZA, 32ND FLOOR NEW YORK, NY 10020		X
RIPPLEWOOD PARTNERS II PARALLEL FUND LP C/O RIPPLEWOOD HOLDINGS L.L.C. ONE ROCKEFELLER PLAZA, 32ND FLOOR NEW YORK, NY 10020		X
RP II GP, LLC C/O RIPPLEWOOD HOLDINGS L.L.C. ONE ROCKEFELLER PLAZA, 32ND FLOOR NEW YORK, NY 10020		X

Signatures

AC ACQUISITION I, LLC, By: Ripplewood Partners II, L.P., as its sole member, By: Ripplewood Partners II G.P., L.P., as its general partner, By: RP II GP, LLC, as its general partner, By: /s/ Christopher Minnetian, Secretary		06/28/2013
^**Signature of Reporting Person		Date
AC ACQUISITION II, LLC, By: Ripplewood Partners II Parallel Fund, L.P., as its managing member, By: Ripplewood Partners II G.P., L.P., as its general partner, By: RP II GP, LLC, as its general partner, By: /s/ Christopher Minnetian, Secretary		06/28/2013
^**Signature of Reporting Person		Date
/s/ Margee Elias, Attorney-in-Fact for Timothy C. Collins		06/28/2013
^**Signature of Reporting Person		Date
Ripplewood Partners II, L.P., By: Ripplewood Partners II G.P., L.P., as its general partner, By: RP II GP, LLC, as its general partner, By: /s/ Christopher Minnetian, Secretary		06/28/2013
^**Signature of Reporting Person		Date
Ripplewood Partners II G.P., L.P., By: RP II GP, LLC, as its general partner, By: /s/ Christopher Minnetian, Secretary		06/28/2013
^**Signature of Reporting Person		Date
RP II GP, LLC, By: /s/ Christopher Minnetian, Secretary		06/28/2013
^**Signature of Reporting Person		Date
Collins Family Partner Inc. By: /s/ Christopher Minnetian, Secretary		06/28/2013
^**Signature of Reporting Person		Date
Ripplewood Partners II Parallel Fund LP, By: Ripplewood Partners II G.P., L.P., as its general partner, By: RP II GP, LLC, as its general partner, By: /s/ Christopher Minnetian, Secretary		06/28/2013
^**Signature of Reporting Person		Date
Collins Family Partners, L.P. By: Collins Family Partner Inc., as its general partner, By: /s/ Christopher Minnetian, Secretary		06/28/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	These securities are held solely by AC Acquisition LLC ("AC I"). AC I is a limited liability corporation and its sole member is Ripplewood Partners II, L.P., the general partner of which is Ripplewood Partners II GP, L.P., the general partner of which is RP II GP, LLC, the sole member of which is Collins Family Partners, L.P, which is managed by its general partner, Collins Family Partners Inc. Each of Ripplewood Partners II, L.P., Ripplewood Partners II GP, L.P., RP II GP, LLC, Collins Family Partners, L.P, and Collins Family Partners Inc. disclaims beneficial ownership of the securities owned by AC I except to the extent of its pecuniary interest. Timothy C. Collins, as the president and sole shareholder of Collins Family Partners Inc., may be deemed to share beneficial ownership of the shares shown as beneficially owned by AC I.
(2)	Mr. Collins disclaims such beneficial ownership except to the extent of any pecuniary interest and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Each of AC II (as defined below) and Ripplewood Partners II Parallel Fund, L.P. disclaims beneficial ownership of the securities shown as beneficially owned by AC I and this report shall not be deemed an admission that it is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(3)	These securities are held solely by AC Acquisition II LLC ("AC II"). AC II is a limited liability company which is managed by Ripplewood Partners II Parallel Fund, L.P., the general partner of which is Ripplewood Partners II GP, L.P., the general partner of which is RP II GP, LLC, the sole member of which is Collins Family Partners, L.P, which is managed by its general partner, Collins Family Partners Inc. Each of Ripplewood Partners II Parallel Fund, L.P., Ripplewood Partners II GP, L.P., RP II GP, LLC, Collins Family Partners, L.P, and Collins Family Partners Inc. disclaims beneficial ownership of the securities owned by AC II except to the extent of its pecuniary interest. Timothy C. Collins, as the president and sole shareholder of Collins Family Partners Inc., may be deemed to share beneficial ownership of the shares shown as beneficially owned by AC II.
(4)	Mr. Collins disclaims such beneficial ownership except to the extent of any pecuniary interest and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Each of AC I and Ripplewood Partners II, L.P. disclaims beneficial ownership of the securities shown as beneficially owned by AC II and this report shall not be deemed an admission that it is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(5)	Reflects mandatory conversion of 726.24 shares of class A Senior Convertible Preferred Stock issued on July 1, 2010 and 900.54 shares of Class A Senior Convertible Preferred Stock issued on January 28, 2011 into shares of common stock upon consummation of the issuer's initial public offering. The shares converted into a number of shares of common stock equal to (i) the applicable stated capital of each share of Class A Senior Convertible Preferred Stock multiplied by (ii) 2 and divided by (iii) $17.00, the IPO price.
(6)	The Class A Senior Convertible Preferred Stock was entitled to dividends accrued through the consummation of the issuer's initial public offering, which have been satisfied by increasing the applicable stated capital. Shares issued on conversion reflects accrued dividends added to stated capital and other adjustments. Fractional shares of common stock are settled in cash. The shares of Class A Senior Convertible Preferred Stock were convertible upon issuance and had no expiration date.
(7)	Each share of Class A Senior Convertible Preferred Stock issued on June 30, 2011 mandatorily converted to shares of common stock upon consummation of the issuer's initial public offering. The shares converted into a number of shares of common stock equal to the applicable stated capital of each share Class A Senior Convertible Preferred Stock divided by the Conversion Price. The Class A Senior Convertible Preferred Stock was entitled to dividends accrued through the consummation of the issuer's initial public offering, which have been satisfied by increasing the applicable stated capital. Shares issued on conversion reflects accrued dividends added to stated capital. Fractional shares of common stock are settled in cash. The shares of Class A Senior Convertible Preferred Stock were convertible upon issuance and had no expiration date.
(8)	Reflects mandatory conversion of 273.76 shares of Class A Senior Convertible Preferred Stock issued on July 1, 2010 and 339.46 shares of Class A Senior Convertible Preferred Stock issued on January 28, 2011 into shares of common stock upon consummation of the issuer's initial public offering. The shares converted into a number of shares of common stock equal to (i) the applicable stated capital of each share Class A Senior Convertible Preferred Stock multiplied by (ii) 2 and divided by (iii) $17.00, the IPO price.
(9)	The Class A Senior Convertible Preferred Stock was entitled to dividends accrued through the consummation of the issuer's initial public offering, which have been satisfied by increasing the applicable stated capital. Shares issued on conversion reflects accrued dividends added to stated capital and other adjustments. Fractional shares of common stock are settled in cash. The shares of Class A Senior Convertible Preferred Stock were convertible upon issuance and had no expiration date.
(10)	Each share of Class B Senior Convertible Preferred Stock mandatorily converted to shares of common stock equal to the applicable stated capital of each share of Class B Senior Convertible Preferred Stock divided by the Conversion Price upon consummation of the issuer's initial public offering. The Class B Senior Convertible Preferred Stock was entitled to dividends accrued through the consummation of the issuer's initial public offering, which have been satisfied by increasing the applicable stated capital. Shares issued on conversion reflects accrued dividends added to stated capital. Fractional shares of common stock are settled in cash. The shares of Class B Senior Convertible Preferred Stock were convertible upon issuance and had no expiration date.
(11)	Each share of Junior Convertible Preferred Stock mandatorily converted to shares of common stock equal to the applicable stated capital of each share of Junior Convertible Preferred Stock divided by the Conversion Price upon consummation of the issuer's initial public offering. The Junior Convertible Preferred Stock was entitled to dividends accrued through the consummation of the issuer's initial public offering, which have been satisfied by increasing the applicable stated capital. Shares issued on conversion reflects accrued dividends added to stated capital. Fractional shares of common stock are settled in cash. The shares of Junior Convertible Preferred Stock were convertible upon issuance and had no expiration date.
(12)	Represents fractional shares of common stock settled in cash.

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