SEC Form 4 · accession 0001179110-18-005794
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
Feb 22, 2018
Accepted (ET)
Apr 19, 2018 · 6:31 pm EDT
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 Stock | Apr 17, 2018 | M | 19,833 | $13.50 | A | 684,870 | D | |
| Common StockF1 | Apr 17, 2018 | S | 19,833 | $25.12 | D | 665,037 | D | |
| Common Stock | Apr 18, 2018 | M | 19,833 | $13.50 | A | 684,870 | D | |
| Common StockF2 | Apr 18, 2018 | S | 19,833 | $25.54 | D | 665,037 | D | |
| Common Stock | Apr 19, 2018 | M | 19,834 | $13.50 | A | 684,871 | D | |
| Common StockF3 | Apr 19, 2018 | S | 19,834 | $24.78 | D | 665,037 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F4 | $13.50 | Apr 17, 2018 | M | 19,833 | D | — | May 3, 2021 | Common Stock | 19,833 | 179,444 | D |
| Employee Stock Option (Right to Buy)F4 | $13.50 | Apr 18, 2018 | M | 19,833 | D | — | May 3, 2021 | Common Stock | 19,833 | 159,611 | D |
| Employee Stock Option (Right to Buy)F4 | $13.50 | Apr 19, 2018 | M | 19,834 | D | — | May 3, 2021 | Common Stock | 19,834 | 139,777 | D |
| Performance Restricted Stock UnitsF5,F6 | — | Feb 22, 2018 | A | 877,792 | A | — | — | Common Stock | 877,792 | 877,792 | D |
Explanation of responses
- F1This transaction was executed in multiple sales through a sales order executed by a broker-dealer at prices ranging from $24.77 to $25.26. The price reported in this column reflects the weighted average sale price. The Reporting Person will provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
- F2This transaction was executed in multiple sales through a sales order executed by a broker-dealer at prices ranging from $25.27 to $25.70. The price reported in this column reflects the weighted average sale price. The Reporting Person will provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
- F3This transaction was executed in multiple sales through a sales order executed by a broker-dealer at prices ranging from $24.58 to $25.25. The price reported in this column reflects the weighted average sale price. The Reporting Person will provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
- F4Subject to continuous service, this 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.
- F5Each restricted stock unit represents a contingent right to receive one share of Boingo Wireless, Inc. common stock.
- F6Reflects certification of the achievement of 2016 performance goals and the award of 877,792 performance restricted stock units (the "RSUs"). The RSUs shall vest on February 1, 2019.
Remarks
The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan dated 11/17/17