0001181431-13-013338.txt : 20130228 0001181431-13-013338.hdr.sgml : 20130228 20130228164342 ACCESSION NUMBER: 0001181431-13-013338 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130219 FILED AS OF DATE: 20130228 DATE AS OF CHANGE: 20130228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tracey Tom CENTRAL INDEX KEY: 0001570563 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35155 FILM NUMBER: 13652837 MAIL ADDRESS: STREET 1: C/O BOINGO WIRELESS, INC. STREET 2: 10960 WILSHIRE BLVD. SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90024 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 BUSINESS ADDRESS: STREET 1: 10960 WILSHIRE BLVD., SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: 310-586-5180 MAIL ADDRESS: STREET 1: 10960 WILSHIRE BLVD., SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90024 3 1 rrd372101.xml FORM 3 X0206 3 2013-02-19 0 0001169988 BOINGO WIRELESS INC WIFI 0001570563 Tracey Tom C/O BOINGO WIRELESS, INC. 10960 WILSHIRE BLVD., SUITE 800 LOS ANGELES CA 90024 0 1 0 0 Senior VP of Operations Employee Stock Option (Right to Buy) 1.4 2019-04-22 Common Stock 750 D Employee Stock Option (Right to Buy) 1.4 2019-12-31 Common Stock 4583 D Employee Stock Option (Right to Buy) 1.4 2018-12-31 Common Stock 771 D Employee Stock Option (Right to Buy) 13.50 2021-05-03 Common Stock 111111 D Subject to continuous service, this option is exercisable with respect to 1/4th of the shares subject to this option on November 18, 2009; and exercisable with respect to 1/36th of the remaining shares subject to this option each month thereafter. Subject to continuous service, this option is exercisable with respect to 1/4th of the shares subject to this option on December 31, 2010; and exercisable with respect to 1/36th of the remaining shares subject to this option each month thereafter. Subject to continuous service, 100% of the shares subject to this 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. Subject to continuous service, this option is exercisable with respect to 1/4th of the shares subject to this option on May 3, 2012; and exercisable with respect to 1/36th of the remaining shares subject to this option each month thereafter. /s/ Noah Belsky as Attorney-in-fact for Tom Tracey 2013-02-28 EX-24.1 2 rrd334318_377723.htm POWER OF ATTORNEY - TOM TRACEY rrd334318_377723.html 
POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints
Peter Hovenier, Efren Medina, Kurt Oreshack and Noah Belsky, with full power of
substitution, as the undersigned's true and lawful attorneys-in-fact to:
1. Prepare, execute in the undersigned's name and on the undersigned's behalf,
and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form
ID, including amendments thereto, and any other documents necessary or
appropriate to obtain codes and passwords enabling the undersigned to make
electronic filings with the SEC of reports required by Section 16(a) of the
Securities Exchange Act of 1934 or any rule or regulation of the SEC;
2. Execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of Boingo Wireless, Inc. (the "Company")
and/or 10% holder of the Company's capital stock, Forms 3, 4, and 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder;
3. Do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, or 5,
complete and execute any amendment or amendments thereto, and timely file such
form with the SEC and any stock exchange or similar authority; and
4. Take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorneys-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorneys-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorneys-in-fact may approve
in such attorneys-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact,
or such attorney-in-fact's substitute or substitutes, shall lawfully do or
cause to be done by virtue of this power of attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 22nd day of February, 2013.

/s/ Tom Tracey
____________________
Tom Tracey