SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).
X
 Form 3 Holdings Reported.
X
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
MITSUI & CO LTD
(Last) (First) (Middle)
2-1, OHTEMACHI 1-CHOME
CHIYODA-KU
(Street)
TOKYO M0 100-0004
(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2011
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 05/03/2011 S4(1) 651,535 D $13.5 175,543 I MCVP Holding, Inc.(2)
Common Stock 3(1) 3,348,076 I Mitsui & Co. (U.S.A.), Inc.(3)
Common Stock 3(1) 2,520,998 I Corporate Development Fund of Mitsui & Co. Ltd.(4)
Common Stock 3(1) 16,707 I Mitsui & Co. Global Investment, Inc.(5)
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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
MITSUI & CO LTD
(Last) (First) (Middle)
2-1, OHTEMACHI 1-CHOME
CHIYODA-KU
(Street)
TOKYO M0 100-0004
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Mitsui & Co. Global Investment Ltd.
(Last) (First) (Middle)
NIHON KEIZAI SHIMBUN, THB
8TH FLOOR, 1-3-7 OTEMACHI, CHIYODA-KU
(Street)
TOKYO M0 100-0004
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Mitsui & Co. Principal Investments Ltd.
(Last) (First) (Middle)
NIHON KEIZAI SHIMBUN, THB
8TH FLOOR, 1-3-7 OTEMACHI, CHIYODA-KU
(Street)
TOKYO M0 100-0004
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. On May 3, 2011, the date of filing of a Form 3 and a Form 4 by Mitsui & Co. (USA), Inc., Corporate Development Fund of Mitsui & Co. Ltd., Mitsui & Co. Global Investment, Inc. and MCVP Holding, Inc. and on the date hereof, (a) Mitsui & Co. Global Investment, Inc. was and is a wholly owned subsidiary of Mitsui & Co. Global Investment Ltd., which was and is a wholly owned subsidiary of Mitsui & Co. Ltd., (b) Mitsui & Co. (U.S.A.), Inc. and MCVP Holding, Inc. were and are wholly owned subsidiaries of Mitsui & Co. Ltd. and (c) Corporate Development Fund of Mitsui & Co. Ltd. was and is 99% directly owned by Mitsui & Co. Ltd. and 1% directly owned by Mitsui & Co. Principal Investments Ltd., who had and has managing authority over Corporate Development Fund of Mitsui & Co. Ltd.
2. The reported securities are owned directly by MCVP Holding, Inc. Mitsui & Co. Ltd. is the direct 100% owner of MCVP Holding, Inc. Accordingly, Mitsui & Co. Ltd. may be deemed to be the beneficial owner of the shares of Common Stock held by MCVP Holding, Inc. Mitsui & Co. Ltd. disclaims beneficial ownership with respect to any shares of Common Stock directly owned by MCVP Holding, Inc.
3. The reported securities are owned directly by Mitsui & Co. (U.S.A.), Inc. Mitsui & Co. Ltd. is the direct 100% owner of Mitsui & Co. (U.S.A.), Inc. Accordingly, Mitsui & Co. Ltd. may be deemed to be the beneficial owner of the shares of Common Stock held by Mitsui & Co. (U.S.A.), Inc. Mitsui & Co. Ltd. disclaims beneficial ownership with respect to any shares of Common Stock directly owned by Mitsui & Co. (U.S.A.), Inc.
4. The reported securities are owned directly by Corporate Development Fund of Mitsui & Co. Ltd. Corporate Development Fund of Mitsui & Co. Ltd. is 99% directly owned by Mitsui & Co. Ltd. and 1% directly owned by Mitsui & Co. Principal Investments Ltd., who has managing authority over Corporate Development Fund of Mitsui & Co. Ltd. Accordingly, Mitsui & Co. Ltd. and Mitsui & Co. Principal Investments Ltd. may be deemed to be beneficial owners of the shares of Common Stock held by Corporate Development Fund of Mitsui & Co. Ltd. Mitsui & Co. Ltd. and Mitsui & Co. Principal Investments Ltd. disclaim beneficial ownership with respect to any shares of Common Stock directly owned by Corporate Development Fund of Mitsui & Co. Ltd.
5. The reported securities are owned directly by Mitsui & Co. Global Investment, Inc., which is a wholly owned subsidiary of Mitsui & Co. Global Investment Ltd., which is a wholly owned subsidiary of Mitsui & Co. Ltd. Accordingly, Mitsui & Co. Global Investment Ltd. and Mitsui & Co. Ltd. may be deemed to be the beneficial owner of the shares of Common Stock owned by Mitsui & Co. Global Investment, Inc. Mitsui & Co. Global Investment Ltd. and Mitsui & Co. Ltd. disclaim beneficial ownership with respect to any shares of Common Stock directly owned by Mitsui & Co. Global Investment, Inc.
/s/ Adam R. Walczak as Attorney-in-fact for Mitsui & Co. Ltd. 02/09/2012
/s/ Adam R. Walczak as Attorney-in-fact for Mitsui & Co. Global Investment Ltd. 02/09/2012
/s/ Adam R. Walczak as Attorney-in-fact for MITSUI & CO. PRINCIPAL INVESTMENTS LTD. 02/09/2012
** 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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