FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BOINGO WIRELESS INC [ WIFI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/01/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 12/01/2015 | M | 11,576(1) | A | $0 | 62,061 | D | |||
Common Stock | 12/01/2015 | F | 6,031(2) | D | $6.51 | 56,030 | D | |||
Common Stock | 12/01/2015 | M | 8,673(3) | A | $0 | 64,703 | D | |||
Common Stock | 12/01/2015 | F | 4,519(2) | D | $6.51 | 60,184 | D | |||
Common Stock | 12/01/2015 | M | 4,561(4) | A | $0 | 64,745 | D | |||
Common Stock | 12/01/2015 | F | 2,376(2) | D | $6.51 | 62,369 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (5) | 12/01/2015 | M | 11,576 | (6) | (6) | Common Stock | 11,576 | $0 | 57,878 | D | ||||
Restricted Stock Units | (5) | 12/01/2015 | M | 8,673 | (7) | (7) | Common Stock | 8,673 | $0 | 78,064 | D | ||||
Performance Restricted Stock Units | (5) | 12/01/2015 | M | 4,561 | (8) | (8) | Common Stock | 4,561 | $0 | 22,806 | D |
Explanation of Responses: |
1. The shares acquired represent the vesting and automatic settlement of 11576 of reporting person's restricted stock units on December 1, 2015 |
2. Represents shares withheld in connection with the payment of taxes due on vesting of restricted shares. |
3. The shares acquired represent the vesting and automatic settlement of 8673 of reporting person's restricted stock units on December 1, 2015 |
4. The shares acquired represent the vesting and automatic settlement of 4561 of reporting person's performance restricted stock units on December 1, 2015 |
5. Each restricted stock unit represents a contingent right to receive one share of Boingo Wireless, Inc. common stock |
6. The restricted stock units will vest in a series of twelve successive equal quarterly installments beginning on March 1, 2014, so that the restricted stock units will become fully vested on March 1, 2017. The restricted stock units will be settled in shares of common stock that will be delivered to the Reporting Person shortly after each vesting date. |
7. The restricted stock units will vest in twelve successive equal quarterly installments beginning on March 1, 2015, so that the restricted stock units will become fully vested on March 1, 2018. The restricted stock units will be settled in shares of common stock that will be delivered to the Reporting Person shortly after each vesting date. |
8. This transaction reflects, with respect to the number of shares reported, achievement of the fiscal year 2014 performance goals applicable to the Reporting Person's fiscal year 2014 performance restricted stock unit award. Of these performance restricted stock units, 1/3 will vest on March 1, 2015 and the balance will vest in a series of eight successive equal quarterly installments thereafter, so that the performance restricted stock units will become fully vested on March 1, 2017. The performance restricted stock units will be settled in shares of common stock that will be delivered to the Reporting Person shortly after each vesting date. |
/s/ Efren Medina as Attorney-in-Fact for Nicholas Hulse | 12/03/2015 | |
** 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 4 (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. |