SEC Form 4 · accession 0001179110-16-026011
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
Jun 1, 2016
Accepted (ET)
Jun 3, 2016 · 6:32 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 | Jun 1, 2016 | M | 2,894 | $0.00 | A | 26,466 | D | |
| Common StockF2 | Jun 1, 2016 | F | 1,087 | $7.51 | D | 25,379 | D | |
| Common StockF3 | Jun 1, 2016 | M | 3,614 | $0.00 | A | 28,993 | D | |
| Common StockF2 | Jun 1, 2016 | F | 1,358 | $7.51 | D | 27,635 | D | |
| Common StockF4 | Jun 1, 2016 | M | 1,140 | $0.00 | A | 28,775 | D | |
| Common StockF2 | Jun 1, 2016 | F | 428 | $7.51 | D | 28,347 | D | |
| Common StockF5 | Jun 1, 2016 | M | 1,804 | $0.00 | A | 30,151 | D | |
| Common StockF2 | Jun 1, 2016 | F | 677 | $7.51 | D | 29,474 | 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 | — | Jun 1, 2016 | M | 2,894 | D | — | — | Common Stock | 2,894 | 8,682 | D |
| Restricted Stock UnitsF6,F8 | — | Jun 1, 2016 | M | 3,614 | D | — | — | Common Stock | 3,614 | 25,299 | D |
| Performance Restricted Stock UnitsF6,F9 | — | Jun 1, 2016 | M | 1,140 | D | — | — | Common Stock | 1,140 | 3,421 | D |
| Performance Restricted Stock UnitsF11,F6,F10 | — | Jun 1, 2016 | M | 1,804 | D | — | — | Common Stock | 1,804 | 12,629 | D |
Explanation of responses
- F1The shares acquired represent the vesting and automatic settlement of 2894 of the Reporting Person's restricted stock units on June 1, 2016.
- F10Following determination of achievement of 2015 performance goals, the Reporting Person received 21650 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
- F11The Form 4 filed on March 3, 2016 included footnotes #10 and #11 that erroneously reported that 21684 performance restricted stock units were granted, when in fact 21650 performance restricted stock units were granted.
- F2Represents shares withheld in connection with the payment of withholding taxes due upon vesting and settlement of restricted stock units.
- F3The shares acquired represent the vesting and automatic settlement of 3614 of the Reporting Person's restricted stock units on June 1, 2016.
- F4The shares acquired represent the vesting and automatic settlement of 1140 of the Reporting Person's performance restricted stock units on June 1, 2016.
- F5The shares acquired represent the vesting and automatic settlement of 1804 of the Reporting Person's performance restricted stock units on June 1, 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 34,727 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.
- F8On February 27, 2015, the Reporting Person was granted 43,369 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.
- F9Following 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