Boingo Wireless, Inc.
BOINGO WIRELESS INC (Form: 4, Received: 12/02/2016 19:11:53)
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
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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)

C/O BOINGO WIRELESS INC., 10960 WILSHIRE BLVD. 23RD FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

12/1/2016
(Street)

LOS ANGELES, CA 90024
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   12/1/2016     M    2894   (1) A $0   49077   D    
Common Stock   12/1/2016     F    1087   (2) D $12.00   47990   D    
Common Stock   12/1/2016     M    2891   (3) A $0   50881   D    
Common Stock   12/1/2016     F    1086   (2) D $12.00   49795   D    
Common Stock   12/1/2016     M    1140   (4) A $0   50935   D    
Common Stock   12/1/2016     F    428   (2) D $12.00   50507   D    
Common Stock   12/1/2016     M    1443   (5) A $0   51950   D    
Common Stock   12/1/2016     F    542   (2) A $12.00   51408   D    
Common Stock   12/1/2016     S    3750   D $12.14   47658   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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) 12/1/2016     M         2894      (7)   (7) Common Stock   2894   $0   2894   D    
Restricted Stock Units     (6) 12/1/2016     M         2891      (8)   (8) Common Stock   2891   $0   14456   D    
Performance Restricted Stock Units     (6) 12/1/2016     M         1140      (9)   (9) Common Stock   1140   $0   1140   D    
Performance Restricted Stock Units     (6) 12/1/2016     M         1443      (10)   (10) Common Stock   1443   $0   7217   D    

Explanation of Responses:
( 1)  The shares acquired represent the vesting and automatic settlement of 2894 of the Reporting Person's restricted stock units on December 1, 2016.
( 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 2891 of the Reporting Person's restricted stock units on December 1, 2016.
( 4)  The shares acquired represent the vesting and automatic settlement of 1140 of the Reporting Person's performance restricted stock units on December 1, 2016.
( 5)  The shares acquired represent the vesting and automatic settlement of 1443 of the Reporting Person's performance restricted stock units on December 1, 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 34727 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 34695 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 13683 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)  Following determination of achievement of 2015 performance goals, the Reporting Person received 17320 performance restricted stock units, vesting with respect to 1/3 of such units on March 3, 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 3, 2018

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Tracey Tom
C/O BOINGO WIRELESS INC.
10960 WILSHIRE BLVD. 23RD FLOOR
LOS ANGELES, CA 90024


Senior VP of Operations

Signatures
/s/ Efren Medina as Attorney-in-Fact for Tom Tracey 12/2/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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