SEC Form 4 · accession 0001179110-18-013813
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
Dec 11, 2018
Accepted (ET)
Dec 13, 2018 · 1:24 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 Stock | Dec 11, 2018 | M | 8,087 | $1.40 | A | 515,401 | D | |
| Common StockF1 | Dec 11, 2018 | S | 8,087 | $23.76 | D | 507,314 | D | |
| Common Stock | Dec 11, 2018 | M | 6,913 | $1.40 | A | 514,227 | D | |
| Common StockF1 | Dec 11, 2018 | S | 6,913 | $23.76 | D | 507,314 | D | |
| Common Stock | Dec 12, 2018 | M | 13,000 | $1.40 | A | 520,314 | D | |
| Common StockF2 | Dec 12, 2018 | S | 13,000 | $23.24 | D | 507,314 | D | |
| Common StockF3 | Dec 12, 2018 | S | 2,000 | $23.28 | D | 505,314 | 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 | $1.40 | Dec 11, 2018 | M | 8,087 | D | — | Dec 31, 2019 | Common Stock | 8,087 | 0 | D |
| Employee Stock Option (Right to Buy)F4 | $1.40 | Dec 11, 2018 | M | 6,913 | D | — | Dec 31, 2019 | Common Stock | 6,913 | 13,000 | D |
| Employee Stock Option (Right to Buy)F4 | $1.40 | Dec 12, 2018 | M | 13,000 | D | — | Dec 31, 2019 | Common Stock | 13,000 | 0 | D |
Explanation of responses
- F1This transaction was executed in multiple sales through a sales order executed by a broker-dealer at prices ranging from $22.54 to $24.00. 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 $23.01 to $23.48. 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 $23.06 to $23.48. 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 12/31/10; 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.
Remarks
The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan dated 9/11/18.