Sec Form 4 Filing - Tracey Tom @ BOINGO WIRELESS INC - 2016-06-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Tracey Tom 2. Issuer Name and Ticker or Trading Symbol BOINGO WIRELESS INC [ WIFI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior VP of Operations (Last) (First) (Middle) 10960 WILSHIRE BLVD., 23RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/01/2016 (Street) LOS ANGELES, CA90024 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/01/2016 M 2,894 ( 1 ) A $ 0 39,773 D Common Stock 06/01/2016 F 1,087 ( 2 ) D $ 7.51 38,686 D Common Stock 06/01/2016 M 2,891 ( 3 ) A $ 0 41,577 D Common Stock 06/01/2016 F 1,086 ( 2 ) D $ 7.51 40,491 D Common Stock 06/01/2016 M 1,140 ( 4 ) A $ 0 41,631 D Common Stock 06/01/2016 F 428 ( 2 ) D $ 7.51 41,203 D Common Stock 06/01/2016 M 1,443 ( 5 ) A $ 0 42,646 D Common Stock 06/01/2016 F 542 ( 2 ) D $ 7.51 42,104 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ( 6 ) 06/01/2016 M 2,894 ( 7 ) ( 7 ) Common Stock 2,894 $ 0 8,682 D Restricted Stock Units ( 6 ) 06/01/2016 M 2,891 ( 8 ) ( 8 ) Common Stock 2,891 $ 0 20,238 D Performance Restricted Stock Units ( 6 ) 06/01/2016 M 1,140 ( 9 ) ( 9 ) Common Stock 1,140 $ 0 3,421 D Performance Restricted Stock Units ( 6 ) 06/01/2016 M 1,443 ( 10 ) ( 10 ) Common Stock 1,443 $ 0 10,104 ( 11 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tracey Tom 10960 WILSHIRE BLVD. 23RD FLOOR LOS ANGELES, CA90024 Senior VP of Operations Signatures /s/ Efren Medina as Attorney-in-Fact for Tom Tracey 06/03/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares acquired represent the vesting and automatic settlement of 2894 of the Reporting Person's restricted stock units on June 1, 2016. ( 2 )Represents shares withheld in connection with the payment of withholding taxes due upon vesting and settlement of restricted stock units ( 3 )The shares acquired represent the vesting and automatic settlement of 2891 of the Reporting Person's restricted stock units on June 1, 2016. ( 4 )The shares acquired represent the vesting and automatic settlement of 1140 of the Reporting Person's performance restricted stock units on June 1, 2016. ( 5 )The shares acquired represent the vesting and automatic settlement of 1443 of the Reporting Person's performance restricted stock units on June 1, 2016. ( 6 )Each restricted stock unit represents a contingent right to receive one share of Boingo Wireless, Inc. common stock. ( 7 )On March 3, 2014, the Reporting Person was granted 34727 restricted stock units, vesting 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 are settled in shares of common stock that will be delivered to the Reporting Person shortly after each vesting date. ( 8 )On February 27, 2015, the Reporting Person was granted 34695 restricted stock units, vesting in a series of 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 are settled in shares of common stock that will be delivered to the Reporting Person shortly after each vesting date. ( 9 )Following determination of achievement of 2014 performance goals, the Reporting Person received 13683 performance restricted stock units, vesting with respect to 1/3 of such units on March 1, 2015, and with respect to the balance 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 ( 10 )Following determination of achievement of 2015 performance goals, the Reporting Person received 17320 performance restricted stock units, vesting with respect to 1/3 of such units on March 3, 2016, and with respect to the balance in a series of eight successive equal quarterly installments thereafter, so that the performance restricted stock units will become fully vested on March 3, 2018 ( 11 )The Form 4 filed on March 3, 2016 erroneously reported that 17348 performance restricted stock units were granted, when in fact 17320 performance restricted stock units were granted.

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.