Sec Form 4 Filing - Hovenier Peter @ BOINGO WIRELESS INC - 2018-03-01

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 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) 03/01/2018 (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 03/01/2018 M 69,390 ( 1 ) A $ 0 69,390 D Common Stock 03/01/2018 F 31,550 ( 2 ) D $ 26.06 37,840 D Common Stock 03/01/2018 M 34,641 ( 3 ) A $ 0 72,481 D Common Stock 03/01/2018 F 15,751 ( 2 ) D $ 26.06 56,730 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 ) 03/01/2018 M 69,390 ( 5 ) ( 5 ) Common Stock 69,390 $ 0 0 D Performance Restricted Stock Units ( 4 ) 03/01/2018 M 34,641 ( 6 ) ( 6 ) Common Stock 34,641 $ 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 03/05/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares acquired represent the vesting and automatic settlement of 69390 of the Reporting Person's restricted stock units on March 1, 2018. ( 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 34641 of the Reporting Person's performance restricted stock units on March 1, 2018. ( 4 )Each restricted stock unit represents a contingent right to receive one share of Boingo Wireless, Inc. common stock. ( 5 )In February 2015, the Reporting Person was granted 104,085 restricted stock units subject to a service-based vesting condition, originally scheduled to vest in twelve successive equal quarterly installments between March 1, 2015 and March 1, 2018. Of these, 34,695 units have previously vested. Pursuant to the terms of a Vesting Extension Agreement entered into between the Reporting Person and the Issuer in February 2016 (the "Extension Agreement"), the remaining units vested on March 1, 2018. ( 6 )In February 2015, the Reporting Person was granted performance restricted stock units subject to a performance condition relating to calendar year 2015 performance. The performance condition was certified achieved in February 2016 with respect to 51,962 units, of which 1/3 of the units vested on March 3, 2016 pursuant to the terms of the original restricted stock unit agreement. Per the terms of the Extension Agreement, the remaining units vested on March 1, 2018.

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.