0001179110-21-006292.txt : 20210602 0001179110-21-006292.hdr.sgml : 20210602 20210602205027 ACCESSION NUMBER: 0001179110-21-006292 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210602 FILED AS OF DATE: 20210602 DATE AS OF CHANGE: 20210602 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Peterson Derek CENTRAL INDEX KEY: 0001570558 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35155 FILM NUMBER: 21990947 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 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 10960 WILSHIRE BLVD., 23RD FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: 310-586-5180 MAIL ADDRESS: STREET 1: 10960 WILSHIRE BLVD., 23RD FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90024 FORMER COMPANY: FORMER CONFORMED NAME: BOINGO WIRELESS INC DATE OF NAME CHANGE: 20020326 4 1 edgar.xml FORM 4 - X0306 4 2021-06-02 1 0001169988 BOINGO WIRELESS, INC. WIFI 0001570558 Peterson Derek C/O BOINGO WIRELESS INC. 10960 WILSHIRE BLVD. 23RD FLOOR LOS ANGELES CA 90024 0 1 0 0 Chief Technology Officer Common Stock 2021-06-02 4 D 0 38398 D 0 D Restricted Stock Units 2021-06-02 4 D 0 4826 14 D Common Stock 4826 0 D Restricted Stock Units 2021-06-02 4 D 0 21948 14 D Common Stock 21948 0 D Restricted Stock Units 2021-06-02 4 D 0 35016 14 D Common Stock 35016 0 D Restricted Stock Units 2021-06-02 4 D 0 90479 14 D Common Stock 90479 0 D Disposed of pursuant to the Agreement and Plan of Merger between Issuer, White Sands Parent, Inc., and White Sands Bidco, Inc. (the "Merger Agreement"), whereby, immediately prior to the effective time of the merger contemplated therein (the "Effective Time"), all issued and outstanding shares of Issuer common stock were converted into the right to receive $14.00 per share in cash and, when so converted, automatically cancelled. Each restricted stock unit ("RSU") represented a contingent right to receive one share of the Issuer's common stock. The RSU, which provided for vesting and settlement on February 1, 2022, was cancelled pursuant to the Merger Agreement and the Reporting Person became entitled to receive an initial cash payment equal to the product of $14.00 and the sum of the number of shares of Issuer's Common Stock subject to the RSU less all applicable deductions and withholdings required by Law to be withheld in respect of such payment. Not applicable. The RSU, which provided for vesting and settlement on February 1, 2023 was cancelled pursuant to the Merger Agreement and the Reporting Person became entitled to receive an initial cash payment equal to the product of $14.00 and the sum of the number of shares of Issuer's Common Stock subject to the RSU less all applicable deductions and withholdings required by Law to be withheld in respect of such payment. The RSU, which provided for vesting and settlement on February 1, 2024, was cancelled pursuant to the Merger Agreement and the Reporting Person became entitled to receive an initial cash payment equal to the product of $14.00 and the sum of the number of shares of Issuer's Common Stock subject to the RSU less all applicable deductions and withholdings required by Law to be withheld in respect of such payment. The RSU, which represents performance-based grants which vested immediately prior to the Effective Time, was cancelled pursuant to the Merger Agreement and the Reporting Person became entitled to receive an initial cash payment equal to the product of $14.00 and the sum of the number of shares of Issuer's Common Stock subject to the RSU less all applicable deductions and withholdings required by Law to be withheld in respect of such payment. /s/ Efren Medina as Attorney-in-Fact for Derek Peterson 2021-06-02