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 OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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/YYYY)

9/1/2017
(Street)

LOS ANGELES, CA 90024
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   9/1/2017     M    2892   (1) A $0   34868   D    
Common Stock   9/1/2017     F    1086   (2) D $20.49   33782   D    
Common Stock   9/1/2017     M    1444   (3) A $0   35226   D    
Common Stock   9/1/2017     F    542   (2) D $20.49   34684   D    
Common Stock   9/1/2017     S    10000   D $20.45   24684   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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) 9/1/2017     M         2892      (5)   (5) Common Stock   2892   $0   5782   D    
Performance Restricted Stock Units     (4) 9/1/2017     M         1444      (6)   (6) Common Stock   1444   $0   2887   D    

Explanation of Responses:
(1)  The shares acquired represent the vesting and automatic settlement of 2892 of the Reporting Person's restricted stock units on September 1, 2017.
(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 1444 of the Reporting Person's performance restricted stock units on September 1, 2017.
(4)  Each restricted stock unit represents a contingent right to receive one share of Boingo Wireless, Inc. common stock.
(5)  On February 27, 2015, the Reporting Person was granted 34695 restricted stock units, vesting 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.
(6)  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

Remarks:
Remarks: The trade was made pursuant to a 10b5-1 plan dated 5/10/17

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, CA 90024

Senior VP of Operations

Signatures
/s/ Efren Medina as Attorney-in-Fact for Tom Tracey 9/6/2017
** Signature of Reporting Person Date


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 control number.
Boingo Wireless (NASDAQ:WIFI)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Boingo Wireless Charts.
Boingo Wireless (NASDAQ:WIFI)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Boingo Wireless Charts.