Statement of Changes in Beneficial Ownership (4)
June 05 2020 - 5:19PM
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
*
Hagan David |
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)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O BOINGO WIRELESS, INC., 10960 WILSHIRE BLVD. 23RD FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/3/2020 |
(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 | 6/3/2020 | | M | | 6837 (1) | A | $0 | 997502 | 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 | (2) | 6/3/2020 | | M | | | 6837 | (3) | (3) | Common Stock | 6837 | $0 | 0 | D | |
Restricted Stock Units | (2) | 6/4/2020 | | A | | 9225 | | (4) | (4) | Common Stock | 9225 | $0 | 9225 | D | |
Explanation of Responses: |
(1) | The shares acquired represent the vesting and automatic settlement of 6837 of Reporting Person's performance stock units on June 3, 2020. |
(2) | Each restricted stock unit represents a contingent right to receive one share of Boingo Wireless, Inc. common stock. |
(3) | On June 6, 2019, the Reporting Person was granted 6,837 restricted stock units, vesting in full upon the earlier of: (i) June 6, 2020; (ii) a change in control of Boingo Wireless, Inc.; or (iii) the day immediately prior to Boingo Wireless, Inc.'s first regular meeting of stockholders that occurs in 2020. The restricted stock units are settled in shares of common stock that will be delivered to the Reporting Person shortly after each vesting date. |
(4) | On June 4, 2020, the Reporting Person was granted 9225 restricted stock units, vesting in full upon the earlier of: (i) June 4, 2021; (ii) a change in control of Boingo Wireless, Inc.; or (iii) the day immediately prior to Boingo Wireless, Inc.'s first regular meeting of stockholders that occurs in 2021. The restricted stock units are 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 |
Hagan David C/O BOINGO WIRELESS, INC. 10960 WILSHIRE BLVD. 23RD FLOOR LOS ANGELES, CA 90024 | X |
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Signatures
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/s/ Efren Medina as Attorney-in-Fact for David Hagan | | 6/5/2020 |
**Signature of Reporting Person | Date |
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