SEC Form 4/A · accession 0001179110-17-004319

BOINGO WIRELESS INC · WIFI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

This is an amendment (Form 4/A). It replaces an earlier filing for the same period.

Reporting owner

David Hagan

Officer — Chief Executive Officer · Director

Period of report

Mar 1, 2017

Accepted (ET)

Mar 9, 2017 · 4:42 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
Common Stock^F1	Mar 1, 2017	M	69,454	$0.00	A	561,100	D
Common Stock^F2,F9	Mar 1, 2017	F	33,998	$11.51	D	527,102	D
Common Stock^F3	Mar 1, 2017	M	27,367	$0.00	A	554,469	D
Common Stock^F2,F9	Mar 1, 2017	F	13,396	$11.51	D	541,073	D
Common Stock	Mar 3, 2017	M	55,780	$1.40	A	596,853	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Units^F8,F4,F5	—	Mar 1, 2017	M	69,454	D	—	—	Common Stock	69,454	D
Performance Restricted Stock Units^F8,F4,F6	—	Mar 1, 2017	M	27,367	D	—	—	Common Stock	27,367	D
Employee Stock Option (Right to Buy)^F8,F7	$1.40	Mar 3, 2017	M	55,780	D	—	Mar 7, 2017	Common Stock	55,780	D

Explanation of responses

F1The shares acquired represent the vesting and automatic settlement of 69,454 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 27,367 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 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.
F6Following 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.
F7Subject 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.
F8The Issuer erroneously reported that the Derivative Securities were acquired on the original Form 4.
F9The Issuer incorrectly calculated the Reporting Person's tax liability. As a result, the number of shares disposed to the Issuer was incorrectly reported on the original Form 4.