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Peterson Derek – ‘4’ for 8/1/20 re: Boingo Wireless, Inc.

On:  Wednesday, 8/5/20, at 8:03pm ET   ·   For:  8/1/20   ·   Accession #:  1179110-20-8760   ·   File #:  1-35155

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/05/20  Peterson Derek                    4                      1:18K  Boingo Wireless, Inc.             Section16 Direct/FA

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML      3K 
                Securities by an Insider -- edgar.xml/3.6                        




        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 

 
SEC Info rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 
FORM 4UNITED 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Peterson Derek

(Last)(First)(Middle)
C/O BOINGO WIRELESS INC.
10960 WILSHIRE BLVD. 23RD FLOOR

(Street)
LOS ANGELESCA90024

(City)(State)(Zip)
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
XOfficer (give title below) Other (specify below)
Chief Technology Officer
3. Date of Earliest Transaction (Month/Day/Year)
8/1/20
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)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)
CodeVAmount(A) or (D)Price
Common Stock 8/1/20 M 1,609 (1)A$052,700D
Common Stock 8/1/20 F 556 (2)D$13.5852,144D
Common Stock 8/1/20 M 528 (3)A$052,672D
Common Stock 8/1/20 F 182 (2)D$13.5852,490D
Common Stock 8/1/20 M 530 (4)A$053,020D
Common Stock 8/1/20 F 183 (2)D$13.5852,837D
Common Stock 8/1/20 M 3,135 (5)A$055,972D
Common Stock 8/1/20 F 1,084 (2)D$13.5854,888D
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 (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)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 (Month/Day/Year)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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units (6) 8/1/20 M 1,609 (7) (7)Common Stock1,609$09,652D
Restricted Stock Units (6) 8/1/20 M 528 (8) (8)Common Stock528$01,057D
Restricted Stock Units (6) 8/1/20 M 3,135 (9) (9)Common Stock3,135$031,354D
Restricted Stock Units (6) 8/1/20 M 530 (10) (10)Common Stock530$01,064D
Explanation of Responses:
(1)  The shares acquired represent the vesting and automatic settlement of 1609 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 3135 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)  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.
(10)  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.
/s/ Efren Medina as Attorney-in-Fact for Derek Peterson 8/5/20
** Signature of Reporting PersonDate
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 Number.
____________
Transaction Codes:
    F    Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3.
    M    Exercise or conversion of derivative security exempted pursuant to Rule 16b-3.

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