Boingo Wireless, Inc.
BOINGO WIRELESS INC (Form: SC 13G, Received: 03/20/2017 17:17:30)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934

(Amendment No.    )*

 

 

BOINGO WIRELESS, INC.

(Name of Issuer)

 

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

 

09739C102

(CUSIP Number)

 

March 8, 2017

(Date of Event Which Requires Filing of this Statement)

 

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

 

[   ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[   ] Rule 13d-1(d)

  

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 
 

 

CUSIP No.  09739C102
(1) Names of Reporting Persons
  Park West Asset Management LLC  
(2) Check the Appropriate Box if a Member of a Group (a) [    ]  
  (b) [    ]  
     
(3) SEC Use Only
(4) Citizenship or Place of Organization
  Delaware  
Number of Shares Beneficially Owned By Each Reporting Person With
  (5) Sole Voting Power: 1,971,559*  
  (6) Shared Voting Power: 0    
  (7) Sole Dispositive Power: 1,971,559*  
  (8) Shared Dispositive Power: 0    
       
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
  1,971,559*  
(10) Check if the Aggregate Amount  in Row (9) Excludes Certain Shares (See Instructions):
  [    ]  
(11) Percent of Class Represented by Amount in Row (9)
  5.1%*  
(12) Type of Reporting Person
  IA  
               

 * Beneficial ownership percentage is based upon 38,647,554 shares of common stock, $0.0001 par value per share (“Common Stock”), of Boingo Wireless, Inc., a Delaware corporation (the “Company”), issued and outstanding as of March 1, 2017, based on information reported by the Company in its Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the Securities and Exchange Commission on March 13, 2017. Park West Asset Management LLC (“PWAM”) is the investment manager to Park West Investors Master Fund, Limited, a Cayman Islands exempted company (“PWIMF”), and Park West Partners International, Limited, a Cayman Islands exempted company (“PWPI” and, collectively with PWIMF, the “PW Funds”), and Peter S. Park (“Mr. Park” and, collectively with PWAM, the “Reporting Persons”) is the sole member and manager of PWAM. As of March 8, 2017, PWIMF held 1,743,946 shares of Common Stock and PWPI held 227,613 shares of Common Stock of the Company. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, the Reporting Persons may be deemed to beneficially own the 1,971,559 shares of Common Stock held in the aggregate by the PW Funds, or 5.1% of the shares of Common Stock deemed to be issued and outstanding as of March 8, 2017. 

 
 

 

CUSIP No.  09739C102
(1) Names of Reporting Persons
  Peter S. Park  
(2) Check the Appropriate Box if a Member of a Group (a) [    ]  
  (b) [    ]  
     
(3) SEC Use Only
(4) Citizenship or Place of Organization
  United States of America  
Number of Shares Beneficially Owned By Each Reporting Person With
  (5) Sole Voting Power: 1,971,559*  
  (6) Shared Voting Power: 0     
  (7) Sole Dispositive Power: 1,971,559*  
  (8) Shared Dispositive Power: 0    
       
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
  1,971,559*  
(10) Check if the Aggregate Amount  in Row (9) Excludes Certain Shares (See Instructions):
  [    ]  
(11) Percent of Class Represented by Amount in Row (9)
  5.1%*  
(12) Type of Reporting Person
  IN  
               

 * Beneficial ownership percentage is based upon 38,647,554 shares of common stock, $0.0001 par value per share (“Common Stock”), of Boingo Wireless, Inc., a Delaware corporation (the “Company”), issued and outstanding as of March 1, 2017, based on information reported by the Company in its Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the Securities and Exchange Commission on March 13, 2017. Park West Asset Management LLC (“PWAM”) is the investment manager to Park West Investors Master Fund, Limited, a Cayman Islands exempted company (“PWIMF”), and Park West Partners International, Limited, a Cayman Islands exempted company (“PWPI” and, collectively with PWIMF, the “PW Funds”), and Peter S. Park (“Mr. Park” and, collectively with PWAM, the “Reporting Persons”) is the sole member and manager of PWAM. As of March 8, 2017, PWIMF held 1,743,946 shares of Common Stock and PWPI held 227,613 shares of Common Stock of the Company. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, the Reporting Persons may be deemed to beneficially own the 1,971,559 shares of Common Stock held in the aggregate by the PW Funds, or 5.1% of the shares of Common Stock deemed to be issued and outstanding as of March 8, 2017. 

 
 

 


Item 1(a).  Name Of Issuer:   Boingo Wireless , Inc. (the “Company”)
   
Item 1(b).  Address of Issuer’s Principal Executive Offices:
 

10960 Wilshire Blvd. 23rd Floor

Los Angeles, California 90024

 

Item 2(a).  Name of Person Filing:
 

This report on Schedule 13G (this “Schedule 13G”), is being jointly filed by (i) Park West Asset Management LLC (“PWAM”), a Delaware limited liability company and the investment manager to (a) Park West Investors Master Fund, Limited (“PWIMF”), a Cayman Islands exempted company that is the holder of 1,743,946 shares of common stock, $0.0001 par value per share (“Common Stock”) of the Company reported on this Schedule 13G, and (b) Park West Partners International, Limited (“PWPI” and, collectively with PWIMF, the “PW Funds”), a Cayman Islands exempted company that is the holder of 227,613 shares of Common Stock reported on this Schedule 13G; and (ii) Peter S. Park, as the sole member and manager of PWAM (“Mr. Park” and, collectively with PWAM, the “Reporting Persons”).

 

The 1,971,559 shares of Common Stock held in the aggregate by the PW Funds, which constitute 5.1% of the shares of Common Stock deemed to be outstanding as of March 8, 2017, may be deemed to be beneficially owned (x) indirectly by PWAM, as the investment adviser to PWIMF and PWPI, and (y) indirectly by Mr. Park, as the sole member and manager of PWAM.

 

Item 2(b).  Address of Principal Business Office or, if None, Residence:
 

The address for the Reporting Persons is: 900 Larkspur Landing Circle, Suite 165, Larkspur, California 94939.

 

Item 2(c).  Citizenship:
 

PWAM is organized under the laws of the State of Delaware. Mr. Park is a citizen of the United States.

 

Item 2(d).  Title of Class of Securities:
  Common Stock, $0.0001 par value per share.
Item 2(e).  CUSIP No.:
  09739C102
 
 

 

Item 3.  If This Statement Is Filed Pursuant to Rules 13d-1(b) or 13d-2(b) or (c), Check Whether the Person Filing is a:  
  Not Applicable.  
Item 4.  Ownership:  
 

 

   
  (a)     Amount Beneficially Owned: 1,971,559*    
  (b)    Percent of Class: 5.1%*    
  (c)     Number of Shares as to which such person has:      
  (i)     Sole power to vote or to direct the vote: 1,971,559*  
  (ii)     Shared power to vote or to direct the vote: 0    
  (iii)     Sole power to dispose or to direct the disposition of: 1,971,559*  
  (iv)     Shared power to dispose or to direct the disposition of: 0    
           

 

* This Schedule 13G is being jointly filed by (i) PWAM, a Delaware limited liability company and the investment manager to (a) PWIMF, a Cayman Islands exempted company that is the holder of 1,743,946 shares of Common Stock of the Company, as reported on this Schedule 13G, and (b) PWPI, a Cayman Islands exempted company that is the holder of 227,613 shares of Common Stock of the Company, as reported on this Schedule 13G; and (ii) Mr. Park, as the sole member and manager of PWAM.

 

The 1,971,559 shares of Common Stock held in the aggregate by the PW Funds, which constitute 5.1% of the shares of Common Stock deemed to be outstanding as of March 8, 2017, may be deemed to be beneficially owned (x) indirectly by PWAM, as the investment adviser to PWIMF and PWPI, and (y) indirectly by Mr. Park, as the sole member and manager of PWAM. The foregoing beneficial ownership percentage is based upon 38,647,554 shares of Common Stock of the Company issued and outstanding as of March 1, 2017, based on information reported by the Company in its Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the Securities and Exchange Commission on March 13, 2017.

 

 

 

Item 5.  Ownership of Five Percent or Less of a Class:
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  [   ]
Item 6.  Ownership of More Than Five Percent on Behalf of Another Person:
  Not Applicable.
Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
  Not Applicable.
Item 8.  Identification and Classification of Members of the Group:
  Not Applicable.
Item 9.  Notice of Dissolution of Group:
  Not Applicable.
Item 10.  Certification:
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 
 

SIGNATURE

          After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

  March 20, 2017  
     
  PARK WEST ASSET MANAGEMENT LLC  
     
     
  By: /s/ Grace Jimenez  
  Name: Grace Jimenez  
  Title: Chief Financial Officer  

 

      /s/ Peter S. Park  
      Peter S. Park  
         
         

 

Attention: Intentional misstatements or omissions of fact constitute

Federal criminal violations (See 18 U.S.C. 1001)

 

 

 

 
 

 

 

Exhibit Index

 

Exhibit Page

A. Joint Filing Agreement, dated as of March 20, 2017, by and between Park West Asset Management LLC and Peter S. Park.

 

10

 

 

 

 

Exhibit A

 

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of common stock, $0.0001 par value per share, of Boingo Wireless, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement be included as Exhibit A to such Schedule 13G. In evidence thereof, the undersigned hereby execute this agreement this 20th day of March, 2017. 

     
  PARK WEST ASSET MANAGEMENT LLC  
     
     
  By: /s/ Grace Jimenez  
  Name: Grace Jimenez  
  Title: Chief Financial Officer  

 

      /s/ Peter S. Park  
      Peter S. Park