SEC Form 4 · accession 0001179110-15-013006
BOINGO WIRELESS INC · WIFI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dawn Callahan
Officer — Chief Marketing Officer
Period of report
Sep 1, 2015
Accepted (ET)
Sep 3, 2015 · 2:19 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001169988
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Sep 1, 2015 | M | 2,894 | $0.00 | A | 5,974 | D | |
| Common StockF2 | Sep 1, 2015 | F | 1,087 | $7.37 | D | 4,887 | D | |
| Common StockF3 | Sep 1, 2015 | M | 3,614 | $0.00 | A | 8,501 | D | |
| Common StockF2 | Sep 1, 2015 | F | 1,358 | $7.37 | D | 7,143 | D | |
| Common StockF4 | Sep 1, 2015 | M | 1,141 | $0.00 | A | 8,284 | D | |
| Common StockF2 | Sep 1, 2015 | F | 428 | $7.37 | D | 7,856 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5,F6 | — | Sep 1, 2015 | M | 2,894 | D | — | — | Common Stock | 2,894 | 17,363 | D |
| Restricted Stock UnitsF5,F7 | — | Sep 1, 2015 | M | 3,614 | D | — | — | Common Stock | 3,614 | 36,141 | D |
| Performance Restricted Stock UnitsF5,F8 | — | Sep 1, 2015 | M | 1,141 | D | — | — | Common Stock | 1,141 | 6,841 | D |
Explanation of responses
- F11.The shares acquired represent the vesting and automatic settlement of 2894 of reporting person's restricted stock units on September 1, 2015
- F2Represents shares withheld in connection with the payment of withholding taxes due on vesting and settlement of restricted stock units.
- F3The shares acquired represent the vesting and automatic settlement of 3614 of reporting person's restricted stock units on September 1, 2015.
- F4The shares acquired represent the vesting and automatic settlement of 1141 of reporting person's performance restricted stock units on September 1, 2015
- F5Each restricted stock unit represents a contingent right to receive one share of Boingo Wireless, Inc. common stock
- F6The restricted stock units will vest 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 will be settled in shares of common stock that will be delivered to the Reporting Person shortly after each vesting date.
- F7The restricted stock units will vest in 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 will be settled in shares of common stock that will be delivered to the Reporting Person shortly after each vesting date.
- F8This transaction reflects, with respect to the number of shares reported, achievement of the fiscal year 2014 performance goals applicable to the Reporting Person's fiscal year 2014 performance restricted stock unit award. Of these performance restricted stock units, 1/3 will vest on March 1, 2015 and the balance will vest 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. The performance restricted stock units will be settled in shares of common stock that will be delivered to the Reporting Person shortly after each vesting date.