SEC FORM 4

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

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)
03/01/2017

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/01/2017		M		2,894⁽¹⁾	A	$0	15,203	D
Common Stock	03/01/2017		F		1,072⁽²⁾	D	$11.51	14,131	D
Common Stock	03/01/2017		M		3,614⁽³⁾	A	$0	17,745	D
Common Stock	03/01/2017		F		1,339⁽²⁾	D	$11.51	16,406	D
Common Stock	03/01/2017		M		1,140⁽⁴⁾	A	$0	17,546	D
Common Stock	03/01/2017		F		422⁽²⁾	A	$11.51	17,124	D
Common Stock	03/01/2017		M		1,805⁽⁵⁾	A	$0	18,929	D
Common Stock	03/01/2017		F		669⁽²⁾	D	$11.51	18,260	D
Common Stock	03/03/2017		M		55,375	A	$1.4	73,635	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁶⁾	03/01/2017		M			2,894	⁽⁷⁾	⁽⁷⁾	Common Stock	2,894	$0	0	D
Restricted Stock Units	⁽⁶⁾	03/01/2017		M			3,614	⁽⁸⁾	⁽⁸⁾	Common Stock	3,614	$0	14,456	D
Performance Restricted Stock Units	⁽⁶⁾	03/01/2017		M			1,140	⁽⁹⁾	⁽⁹⁾	Common Stock	1,140	$0	0	D
Performance Restricted Stock Units	⁽⁶⁾	03/01/2017		M			1,805	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	1,805	$0	7,216	D
Employee Stock Option (Right to Buy)	$1.4	03/03/2017		M			55,375	⁽¹¹⁾	03/22/2017	Common Stock	55,375	$1.4	0	D

Explanation of Responses:

1. The shares acquired represent the vesting and automatic settlement of 2894 of the Reporting Person's restricted stock units on March 1, 2017.

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

3. The shares acquired represent the vesting and automatic settlement of 3614 of the Reporting Person's restricted stock units on March 1, 2017.

4. The shares acquired represent the vesting and automatic settlement of 1140 of the Reporting Person's performance restricted stock units on March 1, 2017

5. The shares acquired represent the vesting and automatic settlement of 1805 of the Reporting Person's performance restricted stock units on March 1, 2017.

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 34,727 restricted stock units, vesting in a series of twelve successive equal quarterly installments beginning on March 1, 2014, so that the restricted stock units will become fully vested on March 1, 2017. The restricted stock units are settled in shares of common stock that will be delivered to the Reporting Person shortly after each vesting date.

8. On February 27, 2015, the Reporting Person was granted 43,369 restricted stock units, vesting in a series of twelve successive equal quarterly installments beginning on March 1, 2015, so that the restricted stock units will become fully vested on March 1, 2018. The restricted stock units are settled in shares of common stock that will be delivered to the Reporting Person shortly after each vesting date.

9. Following determination of achievement of 2014 performance goals, the Reporting Person received 13683 performance restricted stock units, vesting 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 will become fully vested on March 1, 2017

10. Following determination of achievement of 2015 performance goals, the Reporting Person received 21650 performance restricted stock units, vesting with respect to 1/3 of such units on March 3, 2016, and with respect to the balance in a series of eight successive equal quarterly installments thereafter, so that the performance restricted stock units will become fully vested on March 3, 2018

11. Subject to continuous service, this option is exercisable with respect to 1/4th of the shares subject to this option on 3/5/08; 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.

	/s/ Efren Medina as Attorney-in-Fact for Dawn Callahan	03/03/2017
	** 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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