Sec Form 4 Filing - Callahan Dawn @ BOINGO WIRELESS, INC. - 2020-03-11

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)
03/11/2020
(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 03/11/2020 M 4,248 ( 1 ) A $ 0 24,068 D
Common Stock 03/11/2020 F 2,223 ( 2 ) D $ 10.51 21,845 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 ( 3 ) 03/11/2020 A 6,374 ( 4 ) ( 4 ) Common Stock 6,374 $ 0 6,374 D
Performance Restricted Stock Units ( 3 ) 03/11/2020 M 4,248 ( 5 ) ( 5 ) Common Stock 4,248 $ 0 2,126 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 03/13/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares acquired represent the settlement of 4248 of the Reporting Person's restricted stock units on March 11, 2019, which vested on February 1, 2020.
( 2 )Represents shares withheld in connection with the payment of withholding taxes due upon the vesting and settlement of the performance restricted stock units.
( 3 )Each restricted stock unit represents a contingent right to receive one share of Boingo Wireless, Inc. common stock.
( 4 )Reflects certification of the achievement of 2018 performance goals and the award of 6374 performance restricted stock units, vesting with respect to 66 2/3 % of such units on or about February 1, 2020 and settled on March 11, 2020, 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, 2021.
( 5 )Following certification of the achievement of 2018 performance goals, the Reporting Person received 6374 performance restricted stock units, and has vested with respect to 66 2/3% of such units on February 1, 2020, which shares were settled on March 11, 2020.

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).

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