SEC Form 3

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* Steelpoint Capital Partners LP (Last) (First) (Middle) 420 STEVENS AVE. SUITE 370 (Street) SOLANA BEACH CA 92075 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/03/2011	3. Issuer Name and Ticker or Trading Symbol BOINGO WIRELESS INC [ WIFI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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	3,107,766	D(1)
Common Stock	50,259	I	Steelpoint Co-Investment Fund, LLC(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

1. Name and Address of Reporting Person* Steelpoint Capital Partners LP (Last) (First) (Middle) 420 STEVENS AVE. SUITE 370 (Street) SOLANA BEACH CA 92075 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Steelpoint Co-Investment Fund LLC (Last) (First) (Middle) C/O BOINGO WIRELESS, INC. 10960 WILSHIRE BLVD, SUITE 800 (Street) LOS ANGELES CA 90024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Caccavo James A (Last) (First) (Middle) C/O BOINGO WIRELESS, INC. 10960 WILSHIRE BLVD. SUITE 800 (Street) LOS ANGELES CA 90024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The reported securities are owned directly by Steelpoint Capital Partners, LP, and indirectly by Steelpoint Capital Advisors LLC, as general partner of Steelpoint Capital Partners, LP, and James Caccavo, as managing member of Steelpoint Capital Advisors LLC. Steelpoint Capital Advisors LLC and James Caccavo disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

2. The reported securities are owned directly by Steelpoint Co-Investment Fund LLC which is managed by Steelpoint Capital Advisors LLC. The managing member of Steelpoint Capital Advisors LLC is James Caccavo. Steelpoint Capital Advisors LLC and James Caccavo disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein

	/s/ Peter Hovenier as Attorney-in-fact for Steelpoint Capital Partners, LP	05/03/2011
	/s/ Peter Hovenier as Attorney-in-fact for Steelpoint Co-Investment Fund, LLC	05/03/2011
	/s/ Peter Hovenier as Attorney-in-fact for James Caccavo	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).
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