Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 USA INC
 2. Date of Event Requiring Statement (Month/Day/Year)
05/03/2011		 3. Issuer Name and Ticker or Trading Symbol
BOINGO WIRELESS INC [WIFI]
(Last)
(First)
(Middle)
200 PARK AVE, 		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10166		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 3,348,076
D (1)
 
Common Stock 2,520,998
I
Corporate Development Fund of Mitsui & Co., Ltd. (2)
Common Stock 827,078
I
MCVP Holding, Inc. (3)
Common Stock 16,707
I
Mitsui & Co. Global Investment, Inc. (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MITSUI & CO USA INC
200 PARK AVE
NEW YORK, NY 10166		     X    
Corporate Development Fund of Mitsui & Co., Ltd.
C/O BOINGO WIRELESS, INC.
10960 WILSHIRE BLVD. SUITE 800
LOS ANGELES, CA 90024		     X    
Mitsui & Co. Global Investment, Inc.
C/O BOINGO WIRELESS, INC.
10960 WILSHIRE BLVD. SUITE 800
LOS ANGELES, CA 90024		     X    
MCVP Holding, Inc.
C/O BOINGO WIRELESS, INC.
10960 WILSHIRE BLVD. SUITE 800
LOS ANGELES, CA 90024		     X    

Signatures

/s/ Peter Hovenier as Attorney-in-fact for Mitsui & Co. (USA), Inc. 05/03/2011
**Signature of Reporting Person Date
/s/ Peter Hovenier as Attorney-in-fact for Mitsui & Co. Global Investment, Inc. 05/03/2011
**Signature of Reporting Person Date
/s/ Peter Hovenier as Attorney-in-fact for Corporate Development Fund of Mitsui & Co., Ltd. 05/03/2011
**Signature of Reporting Person Date
/s/ Peter Hovenier as Attorney-in-fact for MCVP Holding, Inc. 05/03/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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 reported securities are owned directly by Mitsui & Co. (USA), Inc. Corporate Development Fund of Mitsui & Co. Ltd., MCVP Holding, Inc. and Mitsui & Co. Global Investment, Inc. may be deemed to beneficially own the reported securities but disclaim beneficial ownership of such securities except to the extent of their pecuniary interests therein.
(2) The reported securities are owned by Corporate Development Find of Mitsui & Co. Ltd. Mitsui & Co. (USA), Inc., MCVP Holding and Mitsui & Co. Global Development, Inc. may be deemed to beneficially own the reported securities but disclaim but disclaim beneficial ownership of the securities except to the extent of their pecuniary interests therein.
(3) The reported securities are owned directly by MCVP Holding, Inc. Mitsui & Co. (USA), Inc., Corporate Development Fund of Mitsui & Co. Ltd. and Mitsui & Co. Global Investment, Inc. may be deemed to beneficially own the reported securities but disclaim beneficial ownership of such securities except to the extent of their pecuniary interests therein.
(4) The reported securities are owned directly by Mitsui & Co. Global Investment, Inc. Corporate Development Fund of Mitsui & Co. Ltd., MCVP Holding, Inc. and Mitsui & Co. (USA), Inc. may be deemed to beneficially own the reported securities but disclaim beneficial ownership of such securities except to the extent of their pecuniary interests therein.

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