Statement of Changes in Beneficial Ownership (4)
August 05 2020 - 7:53PM
Edgar (US Regulatory)
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
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Lodder Doug |
2. Issuer Name and Ticker or Trading Symbol
BOINGO WIRELESS, INC.
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WIFI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, Business Development |
(Last)
(First)
(Middle)
C/O BOINGO WIRELESS INC., 10960 WILSHIRE BLVD 23RD FL |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/1/2020 |
(Street)
LOS ANGELES, CA 90024
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 8/1/2020 | | M | | 581 (1) | A | $0 | 25312 | D | |
Common Stock | 8/1/2020 | | F | | 200 (2) | D | $13.58 | 25112 | D | |
Common Stock | 8/1/2020 | | M | | 528 (3) | A | $0 | 25640 | D | |
Common Stock | 8/1/2020 | | F | | 182 (2) | D | $13.58 | 25458 | D | |
Common Stock | 8/1/2020 | | M | | 530 (4) | A | $0 | 25988 | D | |
Common Stock | 8/1/2020 | | F | | 183 (2) | D | $13.58 | 25805 | D | |
Common Stock | 8/1/2020 | | M | | 2613 (5) | A | $0 | 28418 | D | |
Common Stock | 8/1/2020 | | F | | 903 (2) | D | $13.58 | 27515 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 | (6) | 8/1/2020 | | M | | | 581 | (7) | (7) | Common Stock | 581 | $0 | 3485 | D | |
Restricted Stock Units | (6) | 8/1/2020 | | M | | | 528 | (8) | (8) | Common Stock | 528 | $0 | 1057 | D | |
Restricted Stock Units | (6) | 8/1/2020 | | M | | | 530 | (9) | (9) | Common Stock | 530 | $0 | 1064 | D | |
Restricted Stock Units | (6) | 8/1/2020 | | M | | | 2613 | (10) | (10) | Common Stock | 2613 | $0 | 26129 | D | |
Explanation of Responses: |
(1) | The shares acquired represent the vesting and automatic settlement of 581 of Reporting Person's performance stock units on August 1, 2020. |
(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 528 of Reporting Person's stock units on August 1, 2020. |
(4) | The shares acquired represent the vesting and automatic settlement of 530 of Reporting Person's stock units on August 1, 2020. |
(5) | The shares acquired represent the vesting and automatic settlement of 2613 of Reporting Person's stock units on August 1, 2020. |
(6) | Each restricted stock unit represents a contingent right to receive one share of Boingo Wireless, Inc. common stock. |
(7) | 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. |
(8) | 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. |
(9) | 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, and with respect to the balance in a series of four sucessive equal quarterly installments thereafter, so that the performance restricted stock units will become fully vested on February 1, 2021. |
(10) | The restricted stock units will vest in a series of twelve successive quarterly installments beginning on February 1, 2020, so that the restricted stock units will become fully vested on February 1, 2023. 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Lodder Doug C/O BOINGO WIRELESS INC. 10960 WILSHIRE BLVD 23RD FL LOS ANGELES, CA 90024 |
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| SVP, Business Development |
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Signatures
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/s/ Efren Medina as Attorney-in-Fact for Doug Lodder | | 8/5/2020 |
**Signature of Reporting Person | Date |
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