SEC Form 4 · accession 0001179110-18-001474
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
Feb 1, 2018
Accepted (ET)
Feb 5, 2018 · 4:11 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 | Feb 1, 2018 | M | 1,046 | $0.00 | A | 4,154 | D | |
| Common StockF2 | Feb 1, 2018 | F | 568 | $24.11 | D | 3,586 | D | |
| Common StockF3 | Feb 1, 2018 | M | 2,778 | $0.00 | A | 6,364 | D | |
| Common StockF2 | Feb 1, 2018 | F | 1,510 | $24.11 | D | 4,854 | 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 | — | Feb 1, 2018 | A | 6,342 | A | — | — | Common Stock | 6,342 | 6,342 | D |
| Restricted Stock UnitsF4,F6 | — | Feb 1, 2018 | M | 1,046 | D | — | — | Common Stock | 1,046 | 8,372 | D |
| Restricted Stock UnitsF4,F7 | — | Feb 1, 2018 | M | 2,778 | D | — | — | Common Stock | 2,778 | 11,115 | D |
Explanation of responses
- F1The shares acquired represent the vesting and automatic settlement of 1046 of Reporting Person's stock units on February 1, 2018.
- F2Represents shares withheld in connection with the payment of taxes due of vesting of restricted shares.
- F3The shares acquired represent the vesting and automatic settlement of 2778 of Reporting Person's stock units on February 1, 2018.
- F4Each restricted stock unit represents a contingent right to receive one share of Boingo Wireless, Inc. common stock.
- F5The restricted stock units will vest in twelve successive equal quarterly installments beginning on February 1, 2018, so that the restricted stock units will become fully vested on February 1, 2021. 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.
- F6The restricted stock units will vest in twelve successive equal quarterly installments beginning on February 1, 2017, so that the restricted stock units will become fully vested on February 1, 2020. 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 a series of twelve successive quarterly installments beginning on February 1, 2016, so that the restricted stock units will become fully vested on February 1, 2019. 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.