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*
Hagan David

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2016
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 03/01/2016 M 17,364 (1) A $0 469,560 D
Common Stock 03/01/2016 F 6,525 (2) D $7.07 463,035 D
Common Stock 03/01/2016 M 13,011 (3) A $0 476,046 D
Common Stock 03/01/2016 F 4,889 (2) D $7.07 471,157 D
Common Stock 03/01/2016 M 6,842 (4) A $0 477,999 D
Common Stock 03/01/2016 F 2,571 (2) D $7.07 475,428 D
Common Stock 03/03/2016 M 25,981 (5) A $0 501,409 D
Common Stock 03/03/2016 F 9,763 (2) D $7.32 491,646 D
Common Stock 03/03/2016 M 27,000 A $1.4 518,646 D
Common Stock 03/03/2016 S 27,000 D $7.22 491,646 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
Restricted Stock Units (6) 03/01/2016 M 17,364 (7) (7) Common Stock 17,364 $0 69,454 D
Restricted Stock Units (6) 03/01/2016 M 13,011 (8) (8) Common Stock 13,011 $0 104,086 D
Performance Restricted Stock Units (6) 03/01/2016 M 6,842 (9) (9) Common Stock 6,842 $0 27,367 D
Performance Restricted Stock Units (6) 03/03/2016 A 78,064 (10) (10) Common Stock 78,064 $0 78,064 D
Performance Restricted Stock Units (6) 03/03/2016 M 25,981 (11) (11) Common Stock 25,981 $0 52,083 D
Employee Stock Option (Right to Buy) $1.4 03/03/2016 M 27,000 (12) 03/07/2017 Common Stock 27,000 (13) $1.4 90,780 D
Explanation of Responses:
1. The shares acquired represent the vesting and settlement of 17,364 of the Reporting Person's restricted stock units on March 1, 2016.
2. Represents shares withheld in connection with the payment of withholding taxes due upon the vesting and settlement of the restricted stock units.
3. The shares acquired represent the vesting and settlement of 13,011 of the Reporting Person's restricted stock units on March 1, 2016.
4. The shares acquired represent the vesting and settlement of 6,842 of the Reporting Person's performance restricted stock units on March 1, 2016.
5. The shares acquired represent the vesting and settlement of 25,981 of the Reporting Person's performance restricted stock units on March 3, 2016.
6. Each restricted stock unit represents a contingent right to receive one share of Boingo Wireless, Inc. common stock.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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.
12. 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.
13. This trade was made pursuant to a 10b5-1 plan dated 5/27/15, amended 9/15/2015.
/s/ Efren Medina as Attorney-in-Fact for David Hagan 03/03/2016
** 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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