| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol BOINGO WIRELESS, INC. [ WIFI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/01/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 05/01/2020 | M | 581(1) | A | $0 | 22,525 | D | |||
| Common Stock | 05/01/2020 | F | 200(2) | D | $13.52 | 22,325 | D | |||
| Common Stock | 05/01/2020 | M | 529(3) | A | $0 | 22,854 | D | |||
| Common Stock | 05/01/2020 | F | 182(2) | D | $13.52 | 22,672 | D | |||
| Common Stock | 05/01/2020 | M | 532(4) | A | $0 | 23,204 | D | |||
| Common Stock | 05/01/2020 | F | 183(2) | D | $13.52 | 23,021 | D | |||
| Common Stock | 05/01/2020 | M | 2,613(5) | A | $0 | 25,634 | D | |||
| Common Stock | 05/01/2020 | F | 903(2) | D | $13.52 | 24,731 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Restricted Stock Units | (6) | 05/01/2020 | M | 581 | (7) | (7) | Common Stock | 581 | $0 | 4,066 | D | ||||
| Restricted Stock Units | (6) | 05/01/2020 | M | 529 | (8) | (8) | Common Stock | 529 | $0 | 1,585 | D | ||||
| Restricted Stock Units | (6) | 05/01/2020 | M | 2,613 | (9) | (9) | Common Stock | 2,613 | $0 | 28,742 | D | ||||
| Restricted Stock Units | (6) | 05/01/2020 | M | 532 | (10) | (10) | Common Stock | 532 | $0 | 1,594 | D | ||||
| Explanation of Responses: |
| 1. The shares acquired represent the vesting and automatic settlement of 581 of Reporting Person's performance stock units on May 1, 2020. |
| 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 529 of Reporting Person's stock units on May 1, 2020. |
| 4. The shares acquired represent the vesting and automatic settlement of 532 of Reporting Person's stock units on May 1, 2020. |
| 5. The shares acquired represent the vesting and automatic settlement of 2613 of Reporting Person's stock units on May 1, 2020. |
| 6. Each restricted stock unit represents a contingent right to receive one share of Boingo Wireless, Inc. common stock. |
| 7. 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. |
| 8. 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. |
| 9. The restricted stock units will vest in a series of twelve successive quarterly installments beginning on February 1, 2020, so that the restricted stock units will become fully vested on February 1, 2023. 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. Following certification of the achievement of 2018 performance goals, the Reporting Person received 6374 performance restricted stock units, and has vested with respect to 66 2/3% of such units on February 1, 2020, and with respect to the balance in a series of four sucessive equal quarterly installments thereafter, so that the performance restricted stock units will become fully vested on February 1, 2021. |
| /s/ Efren Medina as Attorney-in-Fact for Doug Lodder | 05/05/2020 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
