0001179110-21-006290.txt : 20210602
0001179110-21-006290.hdr.sgml : 20210602
20210602204621
ACCESSION NUMBER: 0001179110-21-006290
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210602
FILED AS OF DATE: 20210602
DATE AS OF CHANGE: 20210602
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: JONES TERRELL B
CENTRAL INDEX KEY: 0001219057
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35155
FILM NUMBER: 21990942
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
FORMER COMPANY:
FORMER CONFORMED NAME: BOINGO WIRELESS INC
DATE OF NAME CHANGE: 20020326
4
1
edgar.xml
FORM 4 -
X0306
4
2021-06-02
1
0001169988
BOINGO WIRELESS, INC.
WIFI
0001219057
JONES TERRELL B
C/O BOINGO WIRELESS INC.
10960 WILSHIRE BLVD 23RD FL
LOS ANGELES
CA
90024
1
0
0
0
Common Stock
2021-06-02
4
D
0
72398
D
0
D
Restricted Stock Units
2021-06-02
4
D
0
9255
14
D
Common Stock
9255
0
D
Disposed of pursuant to the Agreement and Plan of Merger between Issuer, White Sands Parent, Inc., and White Sands Bidco, Inc. (the "Merger Agreement"), whereby, immediately prior to the effective time of the merger contemplated therein (the "Effective Time"), all issued and outstanding shares of Issuer common stock were converted into the right to receive $14.00 per share in cash and, when so converted, automatically cancelled.
Each restricted stock unit ("RSU") represented a contingent right to receive one share of the Issuer's common stock.
The RSU provided for vesting and settlement in full upon the earlier of: (i) June 4, 2021; (ii) a change in control of Boingo Wireless, Inc.; or (iii) the day immediately prior to Boingo Wireless, Inc.'s first regular meeting of stockholders that occurs in 2021. The RSU was cancelled pursuant to the Merger Agreement and the Reporting Person became entitled to receive an initial cash payment equal to the product of $14.00 and the sum of the number of shares of Issuer's Common Stock subject to the RSU less all applicable deductions and withholdings required by Law to be withheld in respect of such payment.
Not applicable.
/s/ Efren Medina as Attorney-in-Fact for Terrell Jones
2021-06-02