Sec Form 4 Filing - Callahan Dawn @ BOINGO WIRELESS, INC. - 2019-08-01

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
Callahan Dawn
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 Marketing Officer
(Last) (First) (Middle)
C/O BOINGO WIRELESS INC., 10960 WILSHIRE BLVD. 23RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
08/01/2019
(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 08/01/2019 M 1,385 ( 1 ) A $ 0 16,359 D
Common Stock 08/01/2019 F 724 ( 2 ) D $ 14.21 15,635 D
Common Stock 08/01/2019 M 581 ( 3 ) A $ 0 16,216 D
Common Stock 08/01/2019 F 304 ( 2 ) D $ 14.21 15,912 D
Common Stock 08/01/2019 M 528 ( 4 ) A $ 0 16,440 D
Common Stock 08/01/2019 F 276 ( 2 ) D $ 14.21 16,164 D
Common Stock 08/01/2019 M 1,046 ( 5 ) A $ 0 17,210 D
Common Stock 08/01/2019 F 547 ( 2 ) D $ 14.21 16,663 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
Performance Restricted Stock Units ( 6 ) 08/01/2019 M 1,385 ( 7 ) ( 7 ) Common Stock 1,385 $ 0 2,774 D
Restricted Stock Units ( 6 ) 08/01/2019 M 581 ( 8 ) ( 8 ) Common Stock 581 $ 0 5,809 D
Restricted Stock Units ( 6 ) 08/01/2019 M 528 ( 9 ) ( 9 ) Common Stock 528 $ 0 3,171 D
Restricted Stock Units ( 6 ) 08/01/2019 M 1,046 ( 10 ) ( 10 ) Common Stock 1,046 $ 0 2,093 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Callahan Dawn
C/O BOINGO WIRELESS INC.
10960 WILSHIRE BLVD. 23RD FLOOR
LOS ANGELES, CA90024
Chief Marketing Officer
Signatures
/s/ Efren Medina as Attorney-in-Fact for Dawn Callahan 08/05/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares acquired represent the vesting and automatic settlement of 1385 of Reporting Person's performance stock units on August 1, 2019.
( 2 )Represents shares withheld in connection with the payment of taxes due of vesting of restricted shares.
( 3 )The shares acquired represent the vesting and automatic settlement of 581 of Reporting Person's stock units on August 1, 2019.
( 4 )The shares acquired represent the vesting and automatic settlement of 528 of Reporting Person's stock units on August 1, 2019.
( 5 )The shares acquired represent the vesting and automatic settlement of 1046 of Reporting Person's stock units on August 1, 2019.
( 6 )Each restricted stock unit represents a contingent right to receive one share of Boingo Wireless, Inc. common stock.
( 7 )Following certification of 2017 performance goals, the Reporting Person received 16,639 performance restricted stock units, vesting with respect to 66 2/3% of such units on February 1, 2019, and with respect to the balance in a series of four successive equal quarterly installments thereafter, so that the performance restricted stock units will become fully vested on February 1, 2020.
( 8 )The restricted stock units will vest in a series of twelve equal quarterly installments beginning on February 1, 2019, so that the restricted stock units will become fully vested on February 1, 2022. The restricted stock units will be settled in shares of common stock that will be delivered to the Reporting Person shortly after each vesting date.
( 9 )The restricted stock units will vest in twelve successive equal quarterly installments beginning on February 1, 2018, so that the restricted stock units will become fully vested on February 1, 2021. The restricted stock units will be settled in shares of common stock that will be delivered to the Reporting Person shortly after each vesting date.
( 10 )The restricted stock units will vest in twelve successive equal quarterly installments beginning on February 1, 2017, so that the restricted stock units will become fully vested on February 1, 2020. The restricted stock units will be settled in shares of common stock that will be delivered to the Reporting Person shortly after each vesting date.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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