Statement of Changes in Beneficial Ownership (4)

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

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3235-0287

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * WADE JOHN	2. Issuer Name and Ticker or Trading Symbol Gogo Inc. [ GOGO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) President, CA division
(Last)          (First)          (Middle) 111 N. CANAL STREET, STE 1500	3. Date of Earliest Transaction (MM/DD/YYYY) 3/17/2020
(Street) CHICAGO, IL 60606 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock (1)	3/17/2020		M		8555	A	(2)	47152	D
Common Stock (1)	3/17/2020		F		2958	D	$2.14	44194	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Restricted Stock Units	(2)	3/17/2020		M			2880	(3)	(3)	Common Stock	2880	$0.00	960	D
Performance Restricted Stock Units	(2)	3/17/2020		M			2750	(4)	(4)	Common Stock	2750	$0.00	2750	D
Performance Restricted Stock Units	(2)	3/17/2020		M			2925	(5)	(5)	Common Stock	2925	$0.00	8775	D
Options (Right to Buy)	$2.14	3/17/2020		A		53000		(6)	3/17/2030	Common Stock	53000	$0.00	53000	D
Restricted Stock Units	(7)	3/17/2020		A		87250		(8)	(8)	Common Stock	87250	$0.00	87250	D

Explanation of Responses:
(1)	Includes restricted shares.
(2)	Restricted stock units convert into common stock on a one-for-one basis.
(3)	On March 14, 2017, the reporting person was granted 3,840 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 2,880 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 on March 14, 2021, subject to continued employment with the Company.
(4)	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.
(5)	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.
(6)	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.
(7)	Each restricted stock unit represents the contingent right to receive one share of the Company's common stock or its equivalent value in cash.
(8)	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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WADE JOHN 111 N. CANAL STREET, STE 1500 CHICAGO, IL 60606			President, CA division

Signatures
/s/ Margee Elias, Attorney-in-Fact for John Wade		3/19/2020
**Signature of Reporting Person		Date