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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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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) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (4) | 03/01/2018 | M | 104,085 | (5) | (5) | Common Stock | 104,085 | $ 0 | 0 | D | ||||
Performance Restricted Stock Units | (4) | 03/01/2018 | M | 51,961 | (6) | (6) | Common Stock | 51,961 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Hagan David C/O BOINGO WIRELESS, INC. 10960 WILSHIRE BLVD. 23RD FLOOR LOS ANGELES, CA 90024 |
X | Chief Executive Officer |
/s/ Efren Medina as Attorney-in-Fact for David Hagan | 03/05/2018 | |
**Signature of Reporting Person | Date |
* | 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 104085 of the Reporting Person's restricted stock units on March 1, 2018. |
(2) | Represents shares withheld in connection with the payment of withholding taxes due upon vesting and settlement of restricted stock units. |
(3) | The shares acquired represent the vesting and automatic settlement of 51961of the Reporting Person's performance restricted stock units on March 1, 2018. |
(4) | Each restricted stock unit represents a contingent right to receive one share of Boingo Wireless, Inc. common stock. |
(5) | In February 2015, the Reporting Person was granted 156,128 restricted stock units subject to a service-based vesting condition, originally scheduled to vest in twelve successive equal quarterly installments between March 1, 2015 and March 1, 2018. Of these, 52,043 units have previously vested. Pursuant to the terms of a Vesting Extension Agreement entered into between the Reporting Person and the Issuer in February 2016 (the "Extension Agreement"), the remaining units vested on March 1, 2018. |
(6) | In February 2015, the Reporting Person was granted performance restricted stock units subject to a performance condition relating to calendar year 2015 performance. The performance condition was certified achieved in February 2016 with respect to 77,942 units, of which 1/3 of the units vested on March 3, 2016 pursuant to the terms of the original restricted stock unit agreement. Per the terms of the Extension Agreement, the remaining units vested on March 1, 2018. |