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Filing Details

Accession Number:: 0001179110-16-020994
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-03-03 20:30:29
Reporting Period:: 2016-03-01

Filing Date:: 2016-03-03
Accepted Time:: 2016-03-03 20:30:29
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1169988	Boingo Wireless Inc	WIFI	Communications Services, Nec (4899)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1519354	David Hagan	C/O Boingo Wireless, Inc. 10960 Wilshire Blvd. 23Rd Floor Los Angeles CA 90024	Chief Executive Officer	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2016-03-01	17,364	$0.00	469,560	No	4	M	Direct
Common Stock	Disposition	2016-03-01	6,525	$7.07	463,035	No	4	F	Direct
Common Stock	Acquisiton	2016-03-01	13,011	$0.00	476,046	No	4	M	Direct
Common Stock	Disposition	2016-03-01	4,889	$7.07	471,157	No	4	F	Direct
Common Stock	Acquisiton	2016-03-01	6,842	$0.00	477,999	No	4	M	Direct
Common Stock	Disposition	2016-03-01	2,571	$7.07	475,428	No	4	F	Direct
Common Stock	Acquisiton	2016-03-03	25,981	$0.00	501,409	No	4	M	Direct
Common Stock	Disposition	2016-03-03	9,763	$7.32	491,646	No	4	F	Direct
Common Stock	Acquisiton	2016-03-03	27,000	$1.40	518,646	No	4	M	Direct
Common Stock	Disposition	2016-03-03	27,000	$7.22	491,646	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	F	Direct
No	4	M	Direct
No	4	F	Direct
No	4	M	Direct
No	4	F	Direct
No	4	M	Direct
No	4	F	Direct
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Restricted Stock Units	Disposition	2016-03-01	17,364	$0.00	17,364	$0.00
Common Stock	Restricted Stock Units	Disposition	2016-03-01	13,011	$0.00	13,011	$0.00
Common Stock	Performance Restricted Stock Units	Disposition	2016-03-01	6,842	$0.00	6,842	$0.00
Common Stock	Performance Restricted Stock Units	Acquisiton	2016-03-03	78,064	$0.00	78,064	$0.00
Common Stock	Performance Restricted Stock Units	Disposition	2016-03-03	25,981	$0.00	25,981	$0.00
Common Stock	Employee Stock Option (Right to Buy)	Disposition	2016-03-03	27,000	$1.40	27,000	$1.40

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
69,454		No	4	M	Direct
104,086		No	4	M	Direct
27,367		No	4	M	Direct
78,064		No	4	A	Direct
52,083		No	4	M	Direct
90,780	2017-03-07	No	4	M	Direct

Footnotes

The shares acquired represent the vesting and settlement of 17,364 of the Reporting Person's restricted stock units on March 1, 2016.
Represents shares withheld in connection with the payment of withholding taxes due upon the vesting and settlement of the restricted stock units.
The shares acquired represent the vesting and settlement of 13,011 of the Reporting Person's restricted stock units on March 1, 2016.
The shares acquired represent the vesting and settlement of 6,842 of the Reporting Person's performance restricted stock units on March 1, 2016.
The shares acquired represent the vesting and settlement of 25,981 of the Reporting Person's performance restricted stock units on March 3, 2016.
Each restricted stock unit represents a contingent right to receive one share of Boingo Wireless, Inc. common stock.
On March 3, 2014, the Reporting Person was granted 208,362 restricted stock units, originally scheduled to vest in a series of twelve successive equal quarterly installments beginning on March 1, 2014, so that the restricted stock units would become fully vested on March 1, 2017. Effective February 1, 2016, the Reporting Person entered an agreement with the Issuer to extend the vesting that applies to such restricted stock units so that portions of such restricted stock units originally scheduled to vest in quarterly installments between June 2016 and March 2017 will instead "cliff vest" on March 1, 2017.
On February 27, 2015, the Reporting Person was granted 156,128 restricted stock units, originally scheduled to vest in a series of twelve successive equal quarterly installments beginning on March 1, 2015, so that the restricted stock units would become fully vested on March 1, 2018. Effective February 1, 2016, the Reporting Person entered an agreement with the Issuer to extend the vesting that applies to such restricted stock units so that portions of such restricted stock units originally scheduled to vest in quarterly installments between June 2016 and March 2018 will instead "cliff vest" on March 1, 2018.
Following determination of achievement of 2014 performance goals, the Reporting Person received 82,101 performance restricted stock units, originally scheduled to vest with respect to 1/3 of such units on March 1, 2015, and with respect to the balance in a series of eight successive equal quarterly installments thereafter, so that the performance restricted stock units would become fully vested on March 1, 2017. Effective February 1, 2016, the Reporting Person entered an agreement with the Issuer to extend the vesting that applies to such performance restricted stock units so that portions of such performance restricted stock units originally scheduled to vest in quarterly installments between June 2016 and March 2017 will instead "cliff vest" on March 1, 2017.
Reflects certification of the achievement of 2015 performance goals and the award of 78,064 performance restricted stock units. Such performance restricted stock units were originally scheduled to vest with respect to 1/3 of such units on or about March 1, 2016, and with respect to the balance in a series of eight successive equal quarterly installments thereafter, so that the performance restricted stock units would become fully vested on March 1, 2018. Effective February 1, 2016, the Reporting Person entered an agreement with the Issuer to extend the vesting that applies to such performance restricted stock units so that portions of such performance restricted stock units originally scheduled to vest in quarterly installments between June 2017 and March 2018 will instead "cliff vest" on March 1, 2018.
Following certification of the achievement of 2015 performance goals, the Reporting Person received 78,064 performance restricted stock units, and has vested with respect to 1/3 of such units on March 3, 2016.
Subject to continuous service, this option is exercisable with respect to 1/4th of the shares subject to this option on 3/8/08; and with respect to an additional 1/36th of the remaining shares subject to this option each month thereafter; as of the transaction date this option is fully vested and exercisable.
This trade was made pursuant to a 10b5-1 plan dated 5/27/15, amended 9/15/2015.