SEC FORM 3

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^*

Zeto Michael J. III

(Last)

(First)

(Middle)

10960 WILSHIRE BLVD

23RD FL

(Street)

LOS ANGELES

90024

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/28/2021

3. Issuer Name and Ticker or Trading Symbol
BOINGO WIRELESS, INC. [ WIFI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP Strategy & Emerging Bus.

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	5,446	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Common Stock	14,891	⁽²⁾	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	33,955	⁽²⁾	D

Explanation of Responses:

1. The restricted stock units (RSUs) will vest in a series of twelve successive quarterly installments beginning on April 1, 2020, so that the RSUs will become fully vested on April 1, 2023. The RSUs will be settled in shares of common stock that will be delivered to the Reporting Person shortly after each vesting date. 33.33% of the total grant was vested and previously settled as of April 1, 2021.

2. Each RSU represents a contingent right to receive one share of Boingo Wireless, Inc. common stock.

3. The first 8.333% of the RSUs will vest on May 1, 2021, and an additional 8.333% will vest at the end of each three months thereafter so that the RSUs will be fully vested on February 1, 2024. The RSUs 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 Michael J. Zeto III	05/05/2021
	** 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.