0001179110-21-006293.txt : 20210602 0001179110-21-006293.hdr.sgml : 20210602 20210602205151 ACCESSION NUMBER: 0001179110-21-006293 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: Hovenier Peter CENTRAL INDEX KEY: 0001519357 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35155 FILM NUMBER: 21990950 MAIL ADDRESS: STREET 1: 10960 WILSHIRE BLVD STREET 2: 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 0001519357 Hovenier Peter C/O BOINGO WIRELESS, INC. 10960 WILSHIRE BLVD. 23RD FLOOR LOS ANGELES CA 90024 0 1 0 0 Chief Financial Officer Common Stock 2021-06-02 4 D 0 390985 D 0 D Restricted Stock Units 2021-06-02 4 D 0 6436 14 D Common Stock 6436 0 D Restricted Stock Units 2021-06-02 4 D 0 27871 14 D Common Stock 27871 0 D Restricted Stock Units 2021-06-02 4 D 0 42444 14 D Common Stock 42444 0 D Restricted Stock Units 2021-06-02 4 D 0 98628 14 D Common Stock 98628 0 D Excludes a total of 3,000 shares previously gifted in non-reportable transactions. 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 Peter Hovenier 2021-06-02