0001179110-17-003892.txt : 20170303 0001179110-17-003892.hdr.sgml : 20170303 20170303191917 ACCESSION NUMBER: 0001179110-17-003892 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170301 FILED AS OF DATE: 20170303 DATE AS OF CHANGE: 20170303 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BOINGO WIRELESS INC CENTRAL INDEX KEY: 0001169988 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 10960 WILSHIRE BLVD., 23RD FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: 310-586-5180 MAIL ADDRESS: STREET 1: 10960 WILSHIRE BLVD., 23RD FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hagan David CENTRAL INDEX KEY: 0001519354 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35155 FILM NUMBER: 17666103 MAIL ADDRESS: STREET 1: 10960 WILSHIRE BLVD STREET 2: SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90024 4 1 edgar.xml FORM 4 - X0306 4 2017-03-01 0 0001169988 BOINGO WIRELESS INC WIFI 0001519354 Hagan David C/O BOINGO WIRELESS, INC. 10960 WILSHIRE BLVD. 23RD FLOOR LOS ANGELES CA 90024 1 1 0 0 Chief Executive Officer Common Stock 2017-03-01 4 M 0 69454 0 A 561100 D Common Stock 2017-03-01 4 F 0 28880 11.51 D 532220 D Common Stock 2017-03-01 4 M 0 27367 0 A 559587 D Common Stock 2017-03-01 4 F 0 11380 11.51 D 548207 D Common Stock 2017-03-03 4 M 0 55780 1.4 A 603987 D Restricted Stock Units 2017-03-01 4 M 0 69454 0 A Common Stock 69454 0 D Performance Restricted Stock Units 2017-03-01 4 M 0 27367 0 A Common Stock 27367 0 D Employee Stock Option (Right to Buy) 1.4 2017-03-03 4 M 0 55780 1.4 A 2017-03-07 Common Stock 55780 0 D The shares acquired represent the vesting and automatic settlement of 69,454 of reporting person's restricted stock units on March 1, 2017 Represents shares withheld in connection with the payment of taxes due on vesting of restricted shares. The shares acquired represent the vesting and automatic settlement of 27,367 of reporting person's restricted stock units on March 1, 2017 Each restricted stock unit represents a contingent right to receive one share of Boingo Wireless, Inc. common stock 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. 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. 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. /s/ Efren Medina as Attorney-in-Fact for David Hagan 2017-03-03