Boingo Wireless (WIFI) Form 4 BOINGO WIRELESS / Dawn Callahan ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Callahan Dawn

(Last) (First) (Middle)

C/O BOINGO WIRELESS INC.

10960 WILSHIRE BLVD. 23RD FLOOR

(Street)

LOS ANGELES CA 90024

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BOINGO WIRELESS, INC. [ WIFI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Marketing Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	08/01/2019		M		1,385(1)	A	$0	16,359	D
Common Stock	08/01/2019		F		724(2)	D	$14.21	15,635	D
Common Stock	08/01/2019		M		581(3)	A	$0	16,216	D
Common Stock	08/01/2019		F		304(2)	D	$14.21	15,912	D
Common Stock	08/01/2019		M		528(4)	A	$0	16,440	D
Common Stock	08/01/2019		F		276(2)	D	$14.21	16,164	D
Common Stock	08/01/2019		M		1,046(5)	A	$0	17,210	D
Common Stock	08/01/2019		F		547(2)	D	$14.21	16,663	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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	(6)	08/01/2019		M			1,385	(7)	(7)	Common Stock	1,385	$0	2,774	D
Restricted Stock Units	(6)	08/01/2019		M			581	(8)	(8)	Common Stock	581	$0	5,809	D
Restricted Stock Units	(6)	08/01/2019		M			528	(9)	(9)	Common Stock	528	$0	3,171	D
Restricted Stock Units	(6)	08/01/2019		M			1,046	(10)	(10)	Common Stock	1,046	$0	2,093	D

Explanation of Responses:

1. The shares acquired represent the vesting and automatic settlement of 1385 of Reporting Person's performance stock units on August 1, 2019.

2. Represents shares withheld in connection with the payment of taxes due of vesting of restricted shares.

3. The shares acquired represent the vesting and automatic settlement of 581 of Reporting Person's stock units on August 1, 2019.

4. The shares acquired represent the vesting and automatic settlement of 528 of Reporting Person's stock units on August 1, 2019.

5. The shares acquired represent the vesting and automatic settlement of 1046 of Reporting Person's stock units on August 1, 2019.

6. Each restricted stock unit represents a contingent right to receive one share of Boingo Wireless, Inc. common stock.

7. Following certification of 2017 performance goals, the Reporting Person received 16,639 performance restricted stock units, vesting with respect to 66 2/3% of such units on February 1, 2019, and with respect to the balance in a series of four successive equal quarterly installments thereafter, so that the performance restricted stock units will become fully vested on February 1, 2020.

8. The restricted stock units will vest in a series of twelve equal quarterly installments beginning on February 1, 2019, so that the restricted stock units will become fully vested on February 1, 2022. The restricted stock units will be settled in shares of common stock that will be delivered to the Reporting Person shortly after each vesting date.

9. The restricted stock units will vest in twelve successive equal quarterly installments beginning on February 1, 2018, so that the restricted stock units will become fully vested on February 1, 2021. The restricted stock units will be settled in shares of common stock that will be delivered to the Reporting Person shortly after each vesting date.

10. The restricted stock units will vest in twelve successive equal quarterly installments beginning on February 1, 2017, so that the restricted stock units will become fully vested on February 1, 2020. The restricted stock units will be settled in shares of common stock that will be delivered to the Reporting Person shortly after each vesting date.

	/s/ Efren Medina as Attorney-in-Fact for Dawn Callahan	08/05/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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