Boingo Wireless, Inc.
BOINGO WIRELESS INC (Form: 4/A, Received: 09/01/2017 13:29:32)
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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
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 *

Hovenier Peter
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)
Chief Financial Officer
(Last)          (First)          (Middle)

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

3/1/2017
(Street)

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

3/3/2017 
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   3/1/2017     M    34727   (1) A $0   115010   D    
Common Stock   3/1/2017     F    13020   (2) D $11.51   101990   D    
Common Stock   3/1/2017     M    13683   (3) A $0   115673   D    
Common Stock   3/1/2017     F    5131   (2) D $11.51   110542   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     (4) 3/1/2017     M         34727      (5)   (5) Common Stock   34727   $0   0   D    
Performance Restricted Stock Units     (4) 3/1/2017     M         13683      (6)   (6) Common Stock   13683   $0   0   D    

Explanation of Responses:
(1)  The shares acquired represent the vesting and automatic settlement of 34727 of reporting person's restricted stock units on March 1, 2017.
(2)  Represents shares withheld in connection with the payment of taxes due on vesting of restricted shares.
(3)  The shares acquired represent the vesting and automatic settlement of 13683 of reporting person's restricted stock units on March 1, 2017.
(4)  Each restricted stock unit represents a contingent right to receive one share of Boingo Wireless, Inc. common stock.
(5)  On March 3, 2014, the Reporting Person was granted 104,181 restricted stock units, originally scheduled to vest in a series of twelve successive equal quarterly installments beginning on March 1, 2014, so that the restricted stock units would become fully vested on March 1, 2017. Effective February 1, 2016, the Reporting Person entered an agreement with the Issuer to extend the vesting that applies to such restricted stock units so that portions of such restrictedstock units originally scheduled to vest in quarterly installments between June 2016 and March 2017 will instead "cliff vest" on March 1, 2017.
(6)  Following determination of achievement of 2014 performance goals, the Reporting Person received 41,050 performance restricted stock units, originally scheduled to vest 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 would become fully vested on March 1, 2017. Effective February 1, 2016, the Reporting Person entered an agreement with the Issuer to extend the vesting that applies to such performance restricted stock units so that portions of such performance restricted stock units originally scheduled to vest in quarterly installments between June 2016 and March 2017 will instead "cliff vest" on March 1, 2017.

Remarks:
The previous Form 4 has been amended to correct the Transaction Code listed on Table 1 Line 4.

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


Chief Financial Officer

Signatures
/s/ Efren Medina as Attorney-in-Fact for Peter Hovenier 9/1/2017
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.