Sec Form 4/A Filing - Tracey Tom @ BOINGO WIRELESS INC - 2018-03-01

Insider filing report for Changes in Beneficial Ownership
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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
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)
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)
03/05/2018
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 2,891 ( 1 ) A $ 0 49,811 ( 2 ) D
Common Stock 03/01/2018 F 999 ( 3 ) D $ 26.06 48,812 ( 2 ) D
Common Stock 03/01/2018 M 1,443 ( 4 ) A $ 0 50,255 ( 2 ) D
Common Stock 03/01/2018 F 498 ( 3 ) D $ 26.06 49,757 ( 2 ) D
Common Stock 03/02/2018 S 10,000 D $ 25.86 39,757 ( 2 ) D
Common Stock 03/02/2018 M 15,000 A $ 13.5 54,757 ( 2 ) D
Common Stock 03/02/2018 S 15,000 D $ 25.87 39,757 ( 2 ) D
Common Stock 03/05/2018 M 15,000 A $ 13.5 54,757 ( 2 ) D
Common Stock 03/05/2018 S 15,000 D $ 25.79 39,757 ( 2 ) D
Common Stock 03/05/2018 S 10,000 D $ 25.82 29,757 ( 2 ) 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 ( 5 ) 03/01/2018 M 2,891 ( 6 ) ( 6 ) Common Stock 2,891 $ 0 0 D
Performance Restricted Stock Units ( 5 ) 03/01/2018 M 1,443 ( 7 ) ( 7 ) Common Stock 1,443 $ 0 0 D
Employee Stock Option (Right to Buy) $ 13.5 03/02/2018 M 15,000 ( 8 ) 05/03/2021 Common Stock 15,000 $ 13.5 26,111 D
Employee Stock Option (Right to Buy) $ 13.5 03/05/2018 M 15,000 ( 8 ) 05/03/2021 Common Stock 15,000 $ 13.5 11,111 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tracey Tom
C/O BOINGO WIRELESS INC.
10960 WILSHIRE BLVD. 23RD FLOOR
LOS ANGELES, CA90024
Senior VP of Operations
Signatures
/s/ Efren Medina as Attorney-in-Fact for Tom Tracey 04/04/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares acquired represent the vesting and automatic settlement of 2891 of the Reporting Person's restricted stock units on March 1, 2018
( 2 )The amount of shares beneficially owned by the Reporting Person was incorrectly reported on prior Reports. This number represents the correct number of shares beneficially owned.
( 3 )Represents shares withheld in connection with the payment of withholding taxes due upon vesting and settlement of restricted stock units.
( 4 )The shares acquired represent the vesting and automatic settlement of 1443 of the Reporting Person's performance restricted stock units on March 1, 2018
( 5 )Each restricted stock unit represents a contingent right to receive one share of Boingo Wireless, Inc. common stock.
( 6 )On February 27, 2015, the Reporting Person was granted 34695 restricted stock units, v esting 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.
( 7 )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
( 8 )Subject to continuous service, the option is exercisable with respect to 1/4th of the shares subject to this option on 5/3/12 and with respect to an additional 1/36th of the remaining shares subject to this option each month thereafter; as of the transaction date, this option is fully vested and exercisable.

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