Ownership Submission
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Tracey Tom
   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
__X__ Officer (give title below) _____ Other (specify below)
Senior VP of Operations
(Last)
(First)
(Middle)
10960 WILSHIRE BLVD., 23RD FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
03/01/2016
(Street)

LOS ANGELES, CA 90024		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 03/01/2016   M   2,894 (1) A $ 0 34,413 D  
Common Stock 03/01/2016   F   1,159 (2) D $ 7.07 33,254 D  
Common Stock 03/01/2016   M   2,892 (3) A $ 0 36,146 D  
Common Stock 03/01/2016   F   1,158 (2) D $ 7.07 34,988 D  
Common Stock 03/01/2016   M   1,140 (4) A $ 0 36,128 D  
Common Stock 03/01/2016   F   456 (2) D $ 7.07 35,672 D  
Common Stock 03/03/2016   M   5,773 (5) A $ 0 41,445 D  
Common Stock 03/03/2016   F   2,117 (2) D $ 7.32 39,328 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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) 03/01/2016   M     2,894   (7)   (7) Common Stock 2,894 $ 0 11,576 D  
Restricted Stock Units (6) 03/01/2016   M     2,892   (8)   (8) Common Stock 2,892 $ 0 23,129 D  
Performance Restricted Stock Units (6) 03/01/2016   M     1,140   (9)   (9) Common Stock 1,140 $ 0 4,561 D  
Performance Restricted Stock Units (6) 03/03/2016   A   17,348     (10)   (10) Common Stock 17,348 $ 0 17,348 D  
Performance Restricted Stock Units (6) 03/03/2016   M     5,773   (11)   (11) Common Stock 5,773 $ 0 11,575 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Tracey Tom
10960 WILSHIRE BLVD.
23RD FLOOR
LOS ANGELES, CA 90024		       Senior VP of Operations  

Signatures

 /s/ Efren Medina as Attorney-in-Fact for Tom Tracey   03/03/2016
**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 settlement of 2,894 of the Reporting Person's restricted stock units on March 1, 2016.
(2) Represents shares withheld in connection with the payment of withholding taxes due upon the vesting and settlement of the restricted stock units.
(3) The shares acquired represent the vesting and settlement of 2,892 of the Reporting Person's restricted stock units on March 1, 2016.
(4) The shares acquired represent the vesting settlement of 1,140 of the Reporting Person's performance restricted stock units on March 3, 2016.
(5) The shares acquired represent the vesting and automatic settlement of 5,773 of Reporting Person's performance restricted stock units on March 3, 2016.
(6) Each restricted stock unit represents a contingent right to receive one share of Boingo Wireless, Inc. common stock.
(7) On March 3, 2014, the Reporting Person was granted 34,727 restricted stock units, vesting in a series of twelve successive equal quarterly installments beginning on March 1, 2014, so that the restricted stock units will become fully vested on March 1, 2017. The restricted stock units are settled in shares of common stock that will be delivered to the Reporting Person shortly after each vesting date.
(8) On February 27, 2015, the Reporting Person was granted 34,695 restricted stock units, vesting in a series of twelve successive equal quarterly installments beginning on March 1, 2015, so that the restricted stock units will become fully vested on March 1, 2018. The restricted stock units are settled in shares of common stock that will be delivered to the Reporting Person shortly after each vesting date.
(9) Following determination of achievement of 2014 performance goals, the Reporting Person received 13,683 performance restricted stock units, vesting with respect to 1/3 of such units on March 1, 2015, and with respect to the balance in a series of eight successive equal quarterly installments thereafter, so that the performance restricted stock units will become fully vested on March 1, 2017.
(10) Reflects certification of the achievement of 2015 performance goals and the award of 17,348performance restricted stock units, vesting with respect to 1/3 of such units on or about March 1, 2016, and with respect to the balance in a series of eight successive equal quarterly installments thereafter, so that the performance restricted stock units will become fully vested on March 1, 2018.
(11) Following certification of the achievement of 2015 performance goals, the Reporting Person received 17,348 performance restricted stock units, and has vested with respect to 1/3 of such units on March 3, 2016.

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