Edgar Filing: MITSUI & CO USA INC

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 ^*

MITSUI & CO LTD

2. Issuer Name and Ticker or Trading Symbol
BOINGO WIRELESS INC [WIFI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

2-1, OHTEMACHI 1-CHOME, CHIYODA-KU

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2012

(Street)

TOKYO, M0 100-0004

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/17/2012		S		100	D	$ 8.81	77,460 ⁽¹⁾ ⁽²⁾ ⁽³⁾	I	See Footnotes ⁽¹⁾ ⁽³⁾
Common Stock	02/17/2012		S		100	D	$ 8.8	77,460 ⁽¹⁾ ⁽²⁾ ⁽³⁾	I	See Footnotes ⁽¹⁾ ⁽³⁾
Common Stock	02/17/2012		S		100	D	$ 8.78	77,460 ⁽¹⁾ ⁽²⁾ ⁽³⁾	I	See Footnotes ⁽¹⁾ ⁽³⁾
Common Stock	02/17/2012		S		100	D	$ 8.73	77,460 ⁽¹⁾ ⁽²⁾ ⁽³⁾	I	See Footnotes ⁽¹⁾ ⁽³⁾
Common Stock	02/17/2012		S		100	D	$ 8.71	77,460 ⁽¹⁾ ⁽²⁾ ⁽³⁾	I	See Footnotes ⁽¹⁾ ⁽³⁾
Common Stock	02/17/2012		S		100	D	$ 8.7	77,460 ⁽¹⁾ ⁽²⁾ ⁽³⁾	I	See Footnotes ⁽¹⁾ ⁽³⁾
Common Stock	02/17/2012		S		100	D	$ 8.67	77,460 ⁽¹⁾ ⁽²⁾ ⁽³⁾	I	See Footnotes ⁽¹⁾ ⁽³⁾

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)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MITSUI & CO LTD 2-1, OHTEMACHI 1-CHOME CHIYODA-KU TOKYO, M0 100-0004		X
MITSUI & CO USA INC 200 PARK AVE NEW YORK, NY 10166		X
MCVP Holding, Inc. 200 PARK AVE NEW YORK, NY 10166		X
Corporate Development Fund of Mitsui & Co., Ltd. NIHON KEIZAI SHIMBUN, THB 8TH FLOOR 1-3-7 OTEMACHI CHIYODA-KU TOKYO, M0 100-0004		X
Mitsui & Co. Global Investment, Inc. 535 MIDDLEFIELD ROAD MENLO PARK, CA 94025		X
Mitsui & Co. Global Investment Ltd. NIHON KEIZAI SHIMBUN, THB 8TH FLOOR 1-3-7 OTEMACHI CHIYODA-KU TOKYO, M0 100-0004		X
Mitsui & Co. Principal Investments Ltd. NIHON KEIZAI SHIMBUN, THB 8TH FLOOR 1-3-7 OTEMACHI CHIYODA-KU TOKYO, M0 100-0004		X

Signatures

/s/ Adam Walczak as Attorney-in-fact for Mitsui & Co. Ltd.		02/21/2012
^**Signature of Reporting Person		Date
/s/ Adam Walczak as Attorney-in-fact for Mitsui & Co. (U.S.A.), Inc.		02/21/2012
^**Signature of Reporting Person		Date
/s/ Adam Walczak as Attorney-in-fact for MCVP Holding, Inc.		02/21/2012
^**Signature of Reporting Person		Date
/s/ Adam Walczak as Attorney-in-fact for Corporate Development Fund of Mitsui & Co., Ltd.		02/21/2012
^**Signature of Reporting Person		Date
/s/ Adam Walczak as Attorney-in-fact for Mitsui & Co. Global Investment, Inc.		02/21/2012
^**Signature of Reporting Person		Date
/s/ Adam Walczak as Attorney-in-fact for Mitsui & Co. Global Investment Ltd.		02/21/2012
^**Signature of Reporting Person		Date
/s/ Adam Walczak as Attorney-in-fact for Mitsui & Co. Principal Investments Ltd.		02/21/2012
^**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)	On February 17, 2012, an aggregate of 29,429 shares of Boingo Wireless, Inc. (WIFI) common stock was sold by Mitsui & Co Global Investment, Inc. and MCVP Holding, Inc. at an average price of $9.4142 per share. The proceeds of the sales of shares were allocated between the accounts of Mitsui & Co. Global Investment, Inc. and MCVP Holding, Inc. on a pro rata basis. On this basis, Mitsui & Co. Global Investment, Inc. sold 2,557 shares (8.69%) and MCVP Holding, Inc. sold 26,872 shares (91.31%). Mitsui & Co. Global Investment, Inc. is a wholly owned subsidiary of Mitsui & Co. Global Investment Ltd., which is a wholly owned subsidiary of Mitsui & Co. Ltd. Accordingly, Mitsui & Co. Global Investment Ltd. and Mitsui & Co. Ltd. may be deemed to be the beneficial owner of the shares of Common Stock owned by Mitsui & Co. Global Investment, Inc. MCVP Holding, Inc. is a wholly owned subsidiary of Mitsui & Co. Ltd. Accordingly, Mitsui & Co. Ltd. may be deemed to be the beneficial owner of the shares of Common Stock owned by MCVP Holding, Inc.
(2)	The number of shares of Boingo Wireless, Inc. (WIFI) common stock reported in this column is the aggregate number of shares owned by Mitsui & Co. Global Investment Inc. and MCVP Holding, Inc. following the transactions on February 17, 2012. Following such transactions, Mitsui & Co. Global Investment Inc. owned 6,732 shares and MCVP Holding, Inc. owned 70,728 shares of Boingo Wireless, Inc. (WIFI).
(3)	Mitsui & Co. Ltd. is the direct 100% owner of Mitsui & Co. (U.S.A.), Inc., who directly owns 3,348,076 shares of Common Stock. Corporate Development Fund of Mitsui & Co. Ltd., who directly owns 2,520,998 shares of Common Stock, is 99% directly owned by Mitsui & Co. Ltd. and 1% directly owned by Mitsui & Co. Principal Investments Ltd., who has managing authority over Corporate Development Fund of Mitsui & Co. Ltd. Accordingly, Mitsui & Co. Principal Investments Ltd., Mitsui & Co. Global Investment Ltd. and Mitsui & Co. Ltd. may be deemed to be the beneficial owners of the shares of Common Stock held by Mitsui & Co. (U.S.A.), Inc., MCVP Holding, Inc., Corporate Development Fund of Mitsui & Co. Ltd and Mitsui & Co. Global Investment, Inc., but each disclaims beneficial ownership of such securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities, except to the extent of its pecuniary interests therein. Mitsui & Co. (U.S.A.), Inc., MCVP Holding, Inc., Corporate Development Fund of Mitsui & Co. Ltd and Mitsui & Co. Global Investment, Inc. may be deemed to beneficially own the securities held by each other but disclaim beneficial ownership of such securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities, except to the extent of their pecuniary interests therein.

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