SEC Form 4 · accession 0001179110-18-003552
BOINGO WIRELESS INC · WIFI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Hagan
Officer — Chief Executive Officer · Director
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 | 104,085 | $0.00 | A | 672,438 | D | |
| Common StockF2 | Mar 1, 2018 | F | 51,600 | $26.06 | D | 620,838 | D | |
| Common StockF3 | Mar 1, 2018 | M | 51,961 | $0.00 | A | 672,799 | D | |
| Common StockF2 | Mar 1, 2018 | F | 25,762 | $26.06 | D | 647,037 | 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 | 104,085 | D | — | — | Common Stock | 104,085 | 0 | D |
| Performance Restricted Stock UnitsF4,F6 | — | Mar 1, 2018 | M | 51,961 | D | — | — | Common Stock | 51,961 | 0 | D |
Explanation of responses
- F1The shares acquired represent the vesting and automatic settlement of 104085 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 51961of 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.
- F5In February 2015, the Reporting Person was granted 156,128 restricted stock units subject to a service-based vesting condition, originally scheduled to vest in twelve successive equal quarterly installments between March 1, 2015 and March 1, 2018. Of these, 52,043 units have previously vested. Pursuant to the terms of a Vesting Extension Agreement entered into between the Reporting Person and the Issuer in February 2016 (the "Extension Agreement"), the remaining units vested on March 1, 2018.
- F6In February 2015, the Reporting Person was granted performance restricted stock units subject to a performance condition relating to calendar year 2015 performance. The performance condition was certified achieved in February 2016 with respect to 77,942 units, of which 1/3 of the units vested on March 3, 2016 pursuant to the terms of the original restricted stock unit agreement. Per the terms of the Extension Agreement, the remaining units vested on March 1, 2018.