Tom Tracey Form 4 BOINGO WIRELESS / Tom Tracey 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^*

Tracey Tom

(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)
Senior VP of Operations

3. Date of Earliest Transaction (Month/Day/Year)
03/21/2019

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	03/21/2019		M		11,092(1)	A	$0	40,309	D
Common Stock	03/21/2019		F		3,835(2)	D	$24.42	36,474	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	(3)	03/21/2019		A		16,639		(4)	(4)	Common Stock	16,639	$0	16,639	D
Performance Restricted Stock Units	(3)	03/21/2019		M			11,092	(5)	(5)	Common Stock	11,092	$0	5,547	D

Explanation of Responses:

1. The shares acquired represent the settlement of 11,092 of the Reporting Person's restricted stock units on March 21, 2019, which vested on February 1, 2019.

2. Represents shares withheld in connection with the payment of withholding taxes due upon the vesting and settlement of the performance restricted stock units.

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

4. Reflects certification of the achievement of 2017 performance goals and the award of 16,639 performance restricted stock units, vesting with respect to 66 2/3 % of such units on or about February 1, 2019 and settled on March 21, 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 by February 1, 2020.

5. Following certification of the achievement of 2017 performance goals, the Reporting Person received 16,639 performance restricted stock units, and has vested with respect to 66 2/3% of such units on February 1, 2019, which shares were settled on March 21, 2019.

	/s/ Efren Medina as Attorney-in-Fact for Tom Tracey	03/25/2019
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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