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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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OMB APPROVAL
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| Estimated average burden hours per response... | 0.5 |
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(Print or Type Responses)
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1. Name and Address of Reporting Person *
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| Peterson Derek |
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2. Issuer Name and Ticker or Trading Symbol
BOINGO WIRELESS, INC. [WIFI]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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__X__ Officer (give title below)
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_____ Other (specify below)
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Chief Technology Officer
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C/O BOINGO WIRELESS INC., 10960 WILSHIRE BLVD. 23RD FLOOR |
3. Date of Earliest Transaction (Month/Day/Year)
08/01/2020 |
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LOS ANGELES, CA 90024 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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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. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction 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 | 08/01/2020 |
| M |
| 1,609 (1) | A |
$
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| 52,700 | D |
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| Common Stock | 08/01/2020 |
| F |
| 556 (2) | D |
$13.58 | 52,144 | D |
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| Common Stock | 08/01/2020 |
| M |
| 528 (3) | A |
$
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| 52,672 | D |
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| Common Stock | 08/01/2020 |
| F |
| 182 (2) | D |
$13.58 | 52,490 | D |
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| Common Stock | 08/01/2020 |
| M |
| 530 (4) | A |
$
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| 53,020 | D |
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| Common Stock | 08/01/2020 |
| F |
| 183 (2) | D |
$13.58 | 52,837 | D |
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| Common Stock | 08/01/2020 |
| M |
| 3,135 (5) | A |
$
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| 55,972 | D |
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| Common Stock | 08/01/2020 |
| F |
| 1,084 (2) | D |
$13.58 | 54,888 | D |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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. | SEC 1474 (9-02) |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year)
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7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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| Restricted Stock Units | (6) | 08/01/2020 |
| M |
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| 1,609 |
(7) |
(7) | Common Stock | 1,609 |
$
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| 9,652 | D |
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| Restricted Stock Units | (6) | 08/01/2020 |
| M |
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| 528 |
(8) |
(8) | Common Stock | 528 |
$
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| 1,057 | D |
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| Restricted Stock Units | (6) | 08/01/2020 |
| M |
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| 3,135 |
(9) |
(9) | Common Stock | 3,135 |
$
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| 31,354 | D |
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| Restricted Stock Units | (6) | 08/01/2020 |
| M |
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| 530 |
(10) |
(10) | Common Stock | 530 |
$
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| 1,064 | D |
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Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Peterson Derek
C/O BOINGO WIRELESS INC.
10960 WILSHIRE BLVD. 23RD FLOOR
LOS ANGELES, CA 90024 |
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Chief Technology Officer |
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Signatures
| /s/ Efren Medina as Attorney-in-Fact for Derek Peterson | |
08/05/2020 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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). |
| (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. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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