SEC Form 4 · accession 0001179110-18-002920
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 22, 2018
Accepted (ET)
Feb 26, 2018 · 7:50 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 22, 2018 | M | 33,344 | $0.00 | A | 38,198 | D | |
| Common StockF2 | Feb 22, 2018 | F | 16,470 | $24.11 | D | 21,728 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Restricted Stock UnitsF3,F4 | — | Feb 22, 2018 | A | 50,016 | A | — | — | Common Stock | 50,016 | 50,016 | D |
| Performance Restricted Stock UnitsF3,F5 | — | Feb 22, 2018 | M | 33,344 | D | — | — | Common Stock | 33,344 | 16,672 | D |
Explanation of responses
- F1The shares acquired represent the settlement of 33,344 of the Reporting Person's restricted stock units on February 22, 2018, which vested on February 1, 2018.
- F2Represents shares withheld in connection with the payment of withholding taxes due upon the vesting and settlement of the performance restricted stock units.
- F3Each restricted stock unit represents a contingent right to receive one share of Boingo Wireless, Inc. common stock.
- F4Reflects certification of the achievement of 2016 performance goals and the award of 50,016 performance restricted stock units, vesting with respect to 66 2/3 % of such units on or about February 1, 2018 and settled on February 22, 2018, and with respect to the balance in a series of four successive equal quarterly installments thereafter, so that the performance restricted stock units will become fully vested on February 1, 2019.
- F5Following certification of the achievement of 2016 performance goals, the Reporting Person received 50,016 performance restricted stock units, and has vested with respect to 66 2/3% of such units on February 1, 2018, which shares were settled on February 22, 2018.