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^*

Hovenier Peter

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2019

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	02/01/2019		M		585,194⁽¹⁾	A	$0	604,194	D
Common Stock	02/01/2019		F		304,560⁽²⁾	D	$24.42	299,634	D
Common Stock	02/01/2019		M		390,130⁽³⁾	A	$0	689,764	D
Common Stock	02/01/2019		F		203,041⁽²⁾	D	$24.42	486,723	D
Common Stock	02/05/2019		S		5,000	D	$23.95⁽⁴⁾	481,723	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)
Performance Restricted Stock Units	⁽⁵⁾	02/01/2019		M			585,194	⁽⁶⁾	⁽⁶⁾	Common Stock	585,194	$0	0	D
Restricted Stock Units	⁽⁵⁾	02/01/2019		M			390,130	⁽⁷⁾	⁽⁷⁾	Common Stock	390,130	$0	0	D

Explanation of Responses:

1. The shares acquired represent the vesting and automatic settlement of 585194 of Reporting Person's stock units on February 1, 2019

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 390130 of Reporting Person's stock units on February 1, 2019.

4. This transaction was executed in multiple sales through a sales order executed by a broker-dealer at prices ranging from $23.83 to $24.20. The price reported in this column reflects the weighted average sale price. The Reporting Person will provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

5. Each restricted stock unit represents a contingent right to receive one share of Boingo Wireless, Inc. common stock.

6. Reflects certification of the achievement of 2016 performance goals and the award of 585,195 performance restricted stock units (the "RSUs"). The RSUs shall vest on February 1, 2019.

7. Provided the Recipient remains in continuous service on February 1, 2019, the RSUs will vest in full on such date.

Remarks:

The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan dated 9/14/18

	/s/ Efren Medina as Attorney-in-Fact for Peter Hovenier	02/05/2019
	** 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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