SecProbe.io

May 31, 2012
 Via E-mail

Marguerite M. Elias Senior Vice President and General Counsel Gogo Inc. 1250 N. Arlington Heights Road, Suite 500 Itasca, IL 60143
Re: Gogo Inc.
Amendment No. 4 to Registrati on Statement on Form S-1
Filed May 22, 2012
  File No. 333-178727

Dear Ms. Elias:

We have reviewed your amended registra tion statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Summary Historical Consolidated Financial and Other Data, page 10

1. We note your response to comment 2 from our  letter dated May 7, 2012.  Please revise
your disclosure in footnote 9 to  this table as well as on pa ge 56 to clarify the number of
sessions included in your connectivity take ra te for which you did not receive revenue,
either as a result of unforeseen  technical issues or pursuant to complimentary segment or
day passes distributed by your cu stomer service representatives.
 Our Technology Roadmap, page 112

2. We note your disclosure on pages 16 and 112 th at the timing of your ATG-4 roll-out is
dependent on whether you are able to obtain Su pplemental Type Certificates (STCs) from
the FAA for this deployment “on a timely basis.”  Please expand your disclosure to
provide additional information about the status of your application for such approvals.  If
material, disclose the anticipated expenses associated with obtaining these STCs. We

Marguerite M. Elias Gogo Inc. May 31, 2012 Page 2

 note your disclosure on page 72 regarding th e expenses incurred in the three month
period ended March 31, 2012 for STCs to support your international commercial airlines.
 Back cover page of prospectus

3. We note your response to comment 6 from our  letter dated May 7, 2012 and the revisions
to the back cover page of your prospectus.  Please continue to ba lance your disclosure by
disclosing the number of G ogo Connectivity sessions in 2011 where you disclose your
number of Gogo Connectivity se ssions since inception and the connectivity take rate for
2011 where you disclose the number of passenge rs on Gogo-equipped flights in 2011.  In
addition, please revise the disc losure of the number of airc raft online in your Business
Aviation segment to refer to the number of aircraft “with ATG or  satellite systems.”

You may contact Christine Adams, Staff A ccountant at (202) 551- 3363 or Terry French,
Accountant Branch Chief, at (202) 551-3828 if you have questions regarding comments on the
financial statements and related matters.  Plea se contact Jessica Plowgi an, Attorney-Adviser at
(202) 551-3367 or Kathleen Krebs, Special Couns el at (202) 551-3350 with  any other questions.

 Sincerely,

 /s/ Kathleen Krebs, for    Larry Spirgel
Assistant Director
 cc: Via E-mail

 Matthew E. Kaplan, Esq.
 Debevoise & Plimpton LLP