Statement of Changes in Beneficial Ownership (4)
August 05 2020 - 7:47PM
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
*
Hovenier Peter |
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) Chief Financial Officer |
(Last)
(First)
(Middle)
C/O BOINGO WIRELESS, INC., 10960 WILSHIRE BLVD. 23RD FLOOR |
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 | | 6435 (1) | A | $0 | 382667 | D | |
Common Stock | 8/1/2020 | | F | | 2422 (2) | D | $13.58 | 380245 | 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 | (3) | 8/1/2020 | | M | | | 6435 | (4) | (4) | Common Stock | 6435 | $0 | 6435 | D | |
Explanation of Responses: |
(1) | The shares acquired represent the vesting and automatic settlement of 6435 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) | Each restricted stock unit represents a contingent right to receive one share of Boingo Wireless, Inc. common stock. |
(4) | 50% of the restricted stock units will vest on August 1, 2020 and the remaining 50% of restricted stock units will vest 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Hovenier Peter C/O BOINGO WIRELESS, INC. 10960 WILSHIRE BLVD. 23RD FLOOR LOS ANGELES, CA 90024 |
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| Chief Financial Officer |
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Signatures
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/s/ Efren Medina as Attorney-in-Fact for Peter Hovenier | | 8/5/2020 |
**Signature of Reporting Person | Date |
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