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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/03/2011 |
3. Issuer Name and Ticker or Trading Symbol
BOINGO WIRELESS INC [ WIFI ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 10,043 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Employee Stock Option (Right to Buy) | (1) | 07/01/2012 | Common Stock | 10,000 | $0.75 | D | |
Employee Stock Option (Right to Buy) | (2) | 02/19/2013 | Common Stock | 20,000 | $0.75 | D | |
Employee Stock Option (Right to Buy) | (3) | 03/02/2014 | Common Stock | 8,000 | $0.75 | D | |
Employee Stock Option (Right to Buy) | (4) | 08/25/2014 | Common Stock | 32,000 | $0.75 | D | |
Employee Stock Option (Right to Buy) | (5) | 08/16/2015 | Common Stock | 95,400 | $0.75 | D | |
Employee Stock Option (Right to Buy) | (6) | 02/22/2017 | Common Stock | 73,400 | $1.4 | D | |
Employee Stock Option (Right to Buy) | (7) | 08/21/2017 | Common Stock | 105,816 | $1.4 | D | |
Employee Stock Option (Right to Buy) | (8) | 04/22/2019 | Common Stock | 45,999 | $1.4 | D | |
Employee Stock Option (Right to Buy) | (9) | 12/31/2019 | Common Stock | 35,000 | $1.4 | D | |
Employee Stock Option (Right to Buy) | (10) | 12/31/2019 | Common Stock | 35,000 | $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 remaining 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 February 19, 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 August 25, 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 June 1, 2006; exercisable with respect to an addtional 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 1/4th 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 |
7. Subject to continuous service, this option is exercisable with respect to 1/4th of the shares subject to this option on June 15, 2008; exercisable with respect to an additional 1/36th of the remaining shares subject to this option each month thereafter |
8. Subject to continuous service, this option is exercisable with respect to 1/4th of the shares subject to this option on November 18, 2009; exercisable with respect to an additional 1/36th of the remaining shares subject to this option each month thereafter |
9. 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 |
10. 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 |
/s/ Peter Hovenier as Attorney-in-fact for Michael Colburn Goff | 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. |