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