Sec Form 4/A Filing - Hovenier Peter @ BOINGO WIRELESS INC - 2017-03-01

FORM 4/A 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

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1. Name and Address of Reporting Person Hovenier Peter 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) Chief Financial Officer (Last) (First) (Middle) C/O BOINGO WIRELESS, INC., 10960 WILSHIRE BLVD. 23RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2017 (Street) LOS ANGELES, CA90024 4. If Amendment, Date Original Filed (MM/DD/YY) 03/03/2017 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 03/01/2017 M 34,727 ( 1 ) A $ 0 115,010 D Common Stock 03/01/2017 F 13,020 ( 2 ) D $ 11.51 101,990 D Common Stock 03/01/2017 M 13,683 ( 3 ) A $ 0 115,673 D Common Stock 03/01/2017 F 5,131 ( 2 ) D $ 11.51 110,542 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 ( 4 ) 03/01/2017 M 34,727 ( 5 ) ( 5 ) Common Stock 34,727 $ 0 0 D Performance Restricted Stock Units ( 4 ) 03/01/2017 M 13,683 ( 6 ) ( 6 ) Common Stock 13,683 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hovenier Peter C/O BOINGO WIRELESS, INC. 10960 WILSHIRE BLVD. 23RD FLOOR LOS ANGELES, CA90024 Chief Financial Officer Signatures /s/ Efren Medina as Attorney-in-Fact for Peter Hovenier 09/01/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares acquired represent the vesting and automatic settlement of 34727 of reporting person's restricted stock units on March 1, 2017. ( 2 )Represents shares withheld in connection with the payment of taxes due on vesting of restricted shares. ( 3 )The shares acquired represent the vesting and automatic settlement of 13683 of reporting person's restricted stock units on March 1, 2017. ( 4 )Each restricted stock unit represents a contingent right to receive one share of Boingo Wireless, Inc. common stock. ( 5 )On March 3, 2014, the Reporting Person was granted 104,181 restricted stock units, originally scheduled to vest in a series of twelve successive equal quarterly installments beginning on March 1, 2014, so that the restricted stock units would become fully vested on March 1, 2017. Effective February 1, 2016, the Reporting Person entered an agreement with the Issuer to extend the vesting that applies to such restricted stock units so that portions of such restrictedstock units originally scheduled to vest in quarterly installments between June 2016 and March 2017 will instead "cliff vest" on March 1, 2017. ( 6 )Following determination of achievement of 2014 performance goals, the Reporting Person received 41,050 performance restricted stock units, originally scheduled to vest 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 would become fully vested on March 1, 2017. Effective February 1, 2016, the Reporting Person entered an agreement with the Issuer to extend the vesting that applies to such performance restricted stock units so that portions of such performance restricted stock units originally scheduled to vest in quarterly installments between June 2016 and March 2017 will instead "cliff vest" on March 1, 2017.

Remarks: The previous Form 4 has been amended to correct the Transaction Code listed on Table 1 Line 4.

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.
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