SEC Form 4 · accession 0001179110-16-020994
BOINGO WIRELESS INC · WIFI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Hagan
Officer — Chief Executive Officer · Director
Period of report
Mar 1, 2016
Accepted (ET)
Mar 3, 2016 · 8:30 pm EST
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 | Mar 1, 2016 | M | 17,364 | $0.00 | A | 469,560 | D | |
| Common StockF2 | Mar 1, 2016 | F | 6,525 | $7.07 | D | 463,035 | D | |
| Common StockF3 | Mar 1, 2016 | M | 13,011 | $0.00 | A | 476,046 | D | |
| Common StockF2 | Mar 1, 2016 | F | 4,889 | $7.07 | D | 471,157 | D | |
| Common StockF4 | Mar 1, 2016 | M | 6,842 | $0.00 | A | 477,999 | D | |
| Common StockF2 | Mar 1, 2016 | F | 2,571 | $7.07 | D | 475,428 | D | |
| Common StockF5 | Mar 3, 2016 | M | 25,981 | $0.00 | A | 501,409 | D | |
| Common StockF2 | Mar 3, 2016 | F | 9,763 | $7.32 | D | 491,646 | D | |
| Common Stock | Mar 3, 2016 | M | 27,000 | $1.40 | A | 518,646 | D | |
| Common Stock | Mar 3, 2016 | S | 27,000 | $7.22 | D | 491,646 | 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 UnitsF6,F7 | — | Mar 1, 2016 | M | 17,364 | D | — | — | Common Stock | 17,364 | 69,454 | D |
| Restricted Stock UnitsF6,F8 | — | Mar 1, 2016 | M | 13,011 | D | — | — | Common Stock | 13,011 | 104,086 | D |
| Performance Restricted Stock UnitsF6,F9 | — | Mar 1, 2016 | M | 6,842 | D | — | — | Common Stock | 6,842 | 27,367 | D |
| Performance Restricted Stock UnitsF6,F10 | — | Mar 3, 2016 | A | 78,064 | A | — | — | Common Stock | 78,064 | 78,064 | D |
| Performance Restricted Stock UnitsF6,F11 | — | Mar 3, 2016 | M | 25,981 | D | — | — | Common Stock | 25,981 | 52,083 | D |
| Employee Stock Option (Right to Buy)F12,F13 | $1.40 | Mar 3, 2016 | M | 27,000 | D | — | Mar 7, 2017 | Common Stock | 27,000 | 90,780 | D |
Explanation of responses
- F1The shares acquired represent the vesting and settlement of 17,364 of the Reporting Person's restricted stock units on March 1, 2016.
- F10Reflects certification of the achievement of 2015 performance goals and the award of 78,064 performance restricted stock units. Such performance restricted stock units were originally scheduled to vest with respect to 1/3 of such units on or about March 1, 2016, 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, 2018. 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 2017 and March 2018 will instead "cliff vest" on March 1, 2018.
- F11Following certification of the achievement of 2015 performance goals, the Reporting Person received 78,064 performance restricted stock units, and has vested with respect to 1/3 of such units on March 3, 2016.
- F12Subject to continuous service, this option is exercisable with respect to 1/4th of the shares subject to this option on 3/8/08; and with respect to an additional 1/36th of the remaining shares subject to this option each month thereafter; as of the transaction date this option is fully vested and exercisable.
- F13This trade was made pursuant to a 10b5-1 plan dated 5/27/15, amended 9/15/2015.
- F2Represents shares withheld in connection with the payment of withholding taxes due upon the vesting and settlement of the restricted stock units.
- F3The shares acquired represent the vesting and settlement of 13,011 of the Reporting Person's restricted stock units on March 1, 2016.
- F4The shares acquired represent the vesting and settlement of 6,842 of the Reporting Person's performance restricted stock units on March 1, 2016.
- F5The shares acquired represent the vesting and settlement of 25,981 of the Reporting Person's performance restricted stock units on March 3, 2016.
- F6Each restricted stock unit represents a contingent right to receive one share of Boingo Wireless, Inc. common stock.
- F7On March 3, 2014, the Reporting Person was granted 208,362 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 restricted stock units originally scheduled to vest in quarterly installments between June 2016 and March 2017 will instead "cliff vest" on March 1, 2017.
- F8On February 27, 2015, the Reporting Person was granted 156,128 restricted stock units, originally scheduled to vest in a series of twelve successive equal quarterly installments beginning on March 1, 2015, so that the restricted stock units would become fully vested on March 1, 2018. 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 restricted stock units originally scheduled to vest in quarterly installments between June 2016 and March 2018 will instead "cliff vest" on March 1, 2018.
- F9Following determination of achievement of 2014 performance goals, the Reporting Person received 82,101 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.