SEC Form 4 · accession 0001179110-17-003891
BOINGO WIRELESS INC · WIFI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Peter Hovenier
Officer — Chief Financial Officer
Period of report
Mar 1, 2017
Accepted (ET)
Mar 3, 2017 · 7:05 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, 2017 | M | 34,727 | $0.00 | A | 115,010 | D | |
| Common StockF2 | Mar 1, 2017 | F | 13,020 | $11.51 | D | 101,990 | D | |
| Common StockF3 | Mar 1, 2017 | M | 13,683 | $0.00 | A | 115,673 | D | |
| Common StockF2 | Mar 1, 2017 | P | 5,131 | $11.51 | D | 110,542 | 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 UnitsF4,F5 | — | Mar 1, 2017 | M | 34,727 | D | — | — | Common Stock | 34,727 | 0 | D |
| Performance Restricted Stock UnitsF4,F6 | — | Mar 1, 2017 | M | 13,683 | D | — | — | Common Stock | 13,683 | 0 | D |
Explanation of responses
- F1The shares acquired represent the vesting and automatic settlement of 34727 of reporting person's restricted stock units on March 1, 2017.
- F2Represents shares withheld in connection with the payment of taxes due on vesting of restricted shares.
- F3The shares acquired represent the vesting and automatic settlement of 13683 of reporting person's restricted stock units on March 1, 2017
- F4Each restricted stock unit represents a contingent right to receive one share of Boingo Wireless, Inc. common stock
- F5On 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 restricted stock units originally scheduled to vest in quarterly installments between June 2016 and March 2017 will instead "cliff vest" on March 1, 2017
- F6Following 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.