13D Filing: Senator Investment Group and Gogo Inc. (GOGO)

Page 4 of 9 – SEC Filing

Item 1. SECURITY AND ISSUER
This statement on Schedule 13D (the “Schedule 13D“) relates to the shares of common stock, par value $0.0001 per share (the “Common Stock“), of Gogo Inc., a Delaware corporation (the “Issuer“). The Issuer’s principal executive offices are located at 111 North Canal St., Suite 1500, Chigo, Illinois 60606.
Item 2. IDENTITY AND BACKGROUND
(a)

This Schedule 13D is filed by:

(i) Senator Investment Group LP (“Senator“), with
respect to the shares of Common Stock directly held by certain investment funds with respect to which it acts as investment manager
and has investment discretion (the “Funds“);

(ii) Mr. Alexander Klabin (“Mr. Klabin“), as Co-Chief
Executive Officer of Senator, with respect to the shares of Common Stock directly held by the Funds; and

(iii) Mr. Douglas Silverman (“Mr. Silverman“),
as Co-Chief Executive Officer of Senator, with respect to the shares of Common Stock directly held by the Funds.

The foregoing persons are hereinafter sometimes collectively referred
to as the “Reporting Persons.” The general partner of Senator is Senator Management LLC (the “Senator GP“).
Messrs. Silverman and Klabin indirectly control the Senator GP. Any disclosures herein with respect to persons other than the Reporting
Persons are made on information and belief after making inquiry to the appropriate party.

The filing of this statement
shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities reported herein for purposes
of Section 13 of the Securities Act of 1934, as amended, or otherwise. Each of Mr. Klabin, Mr. Silverman and the Senator GP expressly
disclaims beneficial ownership of any of the securities held by the Funds.

(b) The address of the business office of each of the Reporting Persons and the Senator GP is 510 Madison Avenue, 28th Floor, New York, New York 10022.
(c) The principal business of each of the Reporting Persons and the Senator GP is investment and/or investment management.
(d) & (e) During the last five years, none of the Reporting Persons or the Senator GP has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining further violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

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