SEC Form 4 · accession 0001179110-18-003550
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
Tom Tracey
Officer — Senior VP of Operations
Period of report
Mar 1, 2018
Accepted (ET)
Mar 5, 2018 · 8:45 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, 2018 | M | 2,891 | $0.00 | A | 49,818 | D | |
| Common StockF2 | Mar 1, 2018 | F | 999 | $26.06 | D | 48,819 | D | |
| Common StockF3 | Mar 1, 2018 | M | 1,443 | $0.00 | A | 50,262 | D | |
| Common StockF2 | Mar 1, 2018 | F | 498 | $26.06 | D | 49,764 | D | |
| Common Stock | Mar 2, 2018 | S | 10,000 | $25.86 | D | 39,764 | D | |
| Common Stock | Mar 2, 2018 | M | 15,000 | $13.50 | A | 54,764 | D | |
| Common Stock | Mar 2, 2018 | S | 15,000 | $25.87 | D | 39,764 | D | |
| Common Stock | Mar 5, 2018 | M | 15,000 | $13.50 | A | 54,764 | D | |
| Common Stock | Mar 5, 2018 | S | 15,000 | $25.79 | D | 39,764 | D | |
| Common Stock | Mar 5, 2018 | S | 10,000 | $25.82 | D | 29,764 | 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, 2018 | M | 2,891 | D | — | — | Common Stock | 2,891 | 0 | D |
| Performance Restricted Stock UnitsF4,F6 | — | Mar 1, 2018 | M | 1,443 | D | — | — | Common Stock | 1,443 | 0 | D |
| Employee Stock Option (Right to Buy)F7 | $13.50 | Mar 2, 2018 | M | 15,000 | D | — | May 3, 2021 | Common Stock | 15,000 | 26,111 | D |
| Employee Stock Option (Right to Buy)F7 | $13.50 | Mar 5, 2018 | M | 15,000 | D | — | May 3, 2021 | Common Stock | 15,000 | 11,111 | D |
Explanation of responses
- F1The shares acquired represent the vesting and automatic settlement of 2891 of the Reporting Person's restricted stock units on March 1, 2018.
- 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 1443 of the Reporting Person's performance restricted stock units on March 1, 2018.
- F4Each restricted stock unit represents a contingent right to receive one share of Boingo Wireless, Inc. common stock.
- F5On February 27, 2015, the Reporting Person was granted 34695 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.
- F6Following determination of achievement of 2015 performance goals, the Reporting Person received 17320 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.
- F7Subject to continuous service, the option is exercisable with respect to 1/4th of the shares subject to this option on 5/3/12 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.