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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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 * GTCR Partners XII/A&C LP 2. Issuer Name and Ticker or Trading Symbol Gogo Inc. [ GOGO ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
300 NORTH LASALLE STREET, SUITE 5600
3. Date of Earliest Transaction (MM/DD/YYYY)
6/30/2021
(Street)
CHICAGO, IL 60654
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person
_ X _ 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

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
Deferred Share Units   (1) 6/30/2021    A (2)    4219       (2)  (2) Common Stock  4219  $0.00  4219  I  See Footnotes (3)(4)

Explanation of Responses:
(1)  Each deferred share unit represents the contingent right to receive one share of the Company's common stock.
(2)  These deferred share units were granted on June 30, 2021 to Mr. Mark Anderson, a director of the Company, and are scheduled to vest on June 30, 2022, subject to the director's continued service on the Company's board of directors. The deferred share units will be settled in shares of the Company's common stock following the director's termination of service on the Company's board of directors.
(3)  Mr. Anderson is a an employee of GTCR LLC, an affiliate of the Reporting Persons. Pursuant to the policies of certain GTCR-affiliated entities, Mr. Anderson must hold these securities on behalf of and for the benefit of the GTCR-affiliated entities. GTCR Partners XII/A&C LP is the general partner of Silver (Equity) Holdings, LP and the manager of Silver (XII) Holdings, LLC, each of which hold securities of the Company. GTCR Investment XII LLC is the general partner of GTCR Partners XII/A&C LP. GTCR Investment XII LLC is managed by an eight-member board of managers (the "GTCR Board of Managers"). Each of the Reporting Persons is a "director by deputization" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.
(4)  Each of the Reporting Persons and the individual members of the GTCR Board of Managers disclaims beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons or Mr. Anderson is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GTCR Partners XII/A&C LP
300 NORTH LASALLE STREET
SUITE 5600
CHICAGO, IL 60654
X X

GTCR Investment XII LLC
300 NORTH LASALLE STREET
SUITE 5600
CHICAGO, IL 60654
X X


Signatures
By: GTCR Investment XII LLC, its general partner, By: /s/ Jeffrey S. Wright, Name: Jeffrey S. Wright, Title: Principal 7/2/2021
**Signature of Reporting Person Date
By: /s/ Jeffrey S. Wright, Name: Jeffrey S. Wright, Title: Principal 7/2/2021
**Signature of Reporting Person Date
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