Sec Form 4/A Filing - DAYTON SKY D @ BOINGO WIRELESS INC - 2011-05-03

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 DAYTON SKY D 2. Issuer Name and Ticker or Trading Symbol BOINGO WIRELESS INC [ WIFI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BOINGO WIRELESS, INC., 10960 WILSHIRE BLVD., SUITE 800 3. Date of Earliest Transaction (MM/DD/YY) 05/03/2011 (Street) LOS ANGELES, CA90024 4. If Amendment, Date Original Filed (MM/DD/YY) 05/05/2011 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 05/03/2011 S 388,242 ( 1 ) D $ 13.5 3,611,758 I By The Dayton Family Trust of 1999 Common Stock 05/03/2011 S 33,132 ( 1 ) D $ 13.5 308,491 I By The Dayton Children's Trust d/t/d 3/11/02

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 Employee Stock Option (Right to Buy) $ 13.5 05/03/2011 A 24,000 ( 1 )( 2 ) 05/03/2021 Common Stock 24,000 $ 0 24,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DAYTON SKY D C/O BOINGO WIRELESS, INC. 10960 WILSHIRE BLVD., SUITE 800 LOS ANGELES, CA90024 X X Dayton Family Trust of 1999 C/O BOINGO WIRELESS, INC. 10960 WILSHIRE BLVD. SUITE 800 LOS ANGELES, CA90024 X Dayton Children's Trust d/t/d 3/11/02 C/O BOINGO WIRELESS, INC. 10960 WILSHIRE BLVD. SUITE 800 LOS ANGELES, CA90024 X Dayton Arwen C/O BOINGO WIRELESS, INC. 10960 WILSHIRE BLVD., SUITE 800 LOS ANGELES, CA90024 X Signatures /s/ Kurt Oreshack as Attorney-in-fact for The Dayton Family Trust of 1999 02/14/2012 Signature of Reporting Person Date /s/ Kurt Oreshack as Attorney-in-fact for The Dayton Children's Trust d/t/d 3/11/02 02/14/2012 Signature of Reporting Person Date /s/ Kurt Oreshack as Attorney-in-fact for Sky Dayton 02/14/2012 Signature of Reporting Person Date /s/ Kurt Oreshack as Attorney-in-fact for Arwen Dayton 02/14/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )No change to original line item. Re-reported to gain access to filing system to add group member. ( 2 )This option vests in full when the optionee completes 12 months of continuous service after May 3, 2011

Remarks: The purpose of this Amendment is to add Arwen Dayton as a reporting person to this group.

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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