SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Hagan David

(Last)

(First)

(Middle)

C/O BOINGO WIRELESS, INC.

10960 WILSHIRE BLVD., SUITE 800

(Street)

LOS ANGELES

90024

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/03/2011

3. Issuer Name and Ticker or Trading Symbol
BOINGO WIRELESS INC [ WIFI ]

4. 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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	310,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	⁽¹⁾	07/01/2012	Common Stock	38,000	$0.75	D
Employee Stock Option (Right to Buy)	⁽²⁾	11/18/2013	Common Stock	152,913	$0.75	D
Employee Stock Option (Right to Buy)	⁽³⁾	03/02/2014	Common Stock	69,600	$0.75	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	12/21/2014	Common Stock	358,800	$0.75	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	02/22/2017	Common Stock	388,643	$1.4	D
Employee Stock Option (Right to Buy)	⁽⁶⁾	08/21/2017	Common Stock	692,715	$1.4	D
Empoyee Stock Option (Right to Buy)	⁽⁷⁾	12/31/2019	Common Stock	44,000	$1.4	D
Employee Stock Option (Right to Buy)	⁽⁸⁾	12/31/2019	Common Stock	44,000	$1.4	D

Explanation of Responses:

1. Subject to continuous service, this option is exercisable with respect to 1/4th of the shares subject to this option on July 1, 2003; exercisable with respect to an additional 1/36th of the reminaing shares subject to this option each month thereafter

2. Subject to continuous service, this option is exercisable with respect to 1/4th of the shares subject to this option on November 18, 2004; exercisable with respect to an additional 1/36th of the remaining shares subject to this option each month thereafter

3. Subject to continuous service, this option is exercisable with respect to 1/4th of the shares subject to this option on January 1, 2005; exercisable with respect to an additional 1/36th of the remaining shares subject to this option each month thereafter

4. Subject to continuous service, this option is exercisable with respect to 1/4th of the shares subject to this option on November 11, 2005; exercisable with respect to an additional 1/36th of the remaining shares subject to this option each month thereafter

5. Subject to continuous service, this option is exercisable with respect to 1/4th of the shares subject to this option on August 31, 2007; exercisable with respect to an additional 1/36th of the remaining shares subject to this option each month thereafter

6. Subject to continuous service, this option is exercisable with respect to 1/5th of the shares subject to this option as of June 15, 2008; exercisable with respect to an additional 1/48th of the remaining shares subject to this option each month thereafter

7. Subject to continuous service, this option is exercisable with respect to 1/4th of the shares subject to this option on December 31, 2010; exercisable with respect to an additional 1/36th of the remaining shares subject to this option each month thereafter

8. Subject to continuous service, 100% of the shares subject to the option vest on the earliest of December 31, 2018, the one year anniversary of the effective date of the registration statement, or when the Company is acquired

	/s/ Peter Hovenier as Attorney-in-fact for David Hagan	05/03/2011
	** 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 5 (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.