SEC Form 4 · accession 0001179110-19-001399
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 1, 2019
Accepted (ET)
Feb 5, 2019 · 7:40 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 1, 2019 | M | 528 | $0.00 | A | 4,590 | D | |
| Common StockF2 | Feb 1, 2019 | F | 288 | $24.42 | D | 4,302 | D | |
| Common StockF3 | Feb 1, 2019 | M | 1,046 | $0.00 | A | 5,348 | D | |
| Common StockF2 | Feb 1, 2019 | F | 570 | $24.42 | D | 4,778 | D | |
| Common StockF4 | Feb 1, 2019 | M | 2,779 | $0.00 | A | 7,557 | D | |
| Common StockF2 | Feb 1, 2019 | F | 1,516 | $24.42 | D | 6,041 | D | |
| Common StockF5 | Feb 1, 2019 | M | 4,166 | $0.00 | A | 10,207 | D | |
| Common StockF2 | Feb 1, 2019 | F | 2,772 | $24.42 | D | 7,935 | 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 UnitsF6,F7 | — | Feb 4, 2019 | A | 6,971 | A | — | — | Common Stock | 6,971 | 6,971 | D |
| Restricted Stock UnitsF6,F8 | — | Feb 1, 2019 | M | 528 | D | — | — | Common Stock | 528 | 4,228 | D |
| Restricted Stock UnitsF6,F9 | — | Feb 1, 2019 | M | 1,046 | D | — | — | Common Stock | 1,046 | 4,186 | D |
| Restricted Stock UnitsF6,F10 | — | Feb 1, 2019 | M | 2,779 | D | — | — | Common Stock | 2,779 | 0 | D |
| Performance Restricted Stock UnitsF6,F11 | — | Feb 1, 2019 | M | 4,166 | D | — | — | Common Stock | 4,166 | 0 | D |
Explanation of responses
- F1The shares acquired represent the vesting and automatic settlement of 528 of Reporting Person's stock units on February 1, 2019.
- F10The restricted stock units will vest in a series of twelve successive quarterly installments beginning on February 1, 2016, so that the restricted stock units will become fully vested on February 1, 2019. The restricted stock units will be settled in shares of common stock that will be delivered to the Reporting Person shortly after each vesting date.
- F11Following certification of the achievement of 2016 performance goals, the Reporting Person received 50016 performance restricted stock units, vesting with respect to 66 2/3% of such units on February 1, 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.
- F2Represents shares withheld in connection with the payment of taxes due of vesting of restricted shares.
- F3The shares acquired represent the vesting and automatic settlement of 1046 of Reporting Person's stock units on February 1, 2019.
- F4The shares acquired represent the vesting and automatic settlement of 2779 of Reporting Person's stock units on February 1, 2019
- F5The shares acquired represent the vesting and automatic settlement of 4166 of Reporting Person's performance stock units on February 1, 2019.
- F6Each restricted stock unit represents a contingent right to receive one share of Boingo Wireless, Inc. common stock.
- F7The restricted stock units will vest in a series of twelve successive quarterly installments beginning on February 1, 2019, so that the restricted stock units will become fully vested on February 1, 2022. The restricted stock units will be settled in shares of common stock that will be delivered to the Reporting Person shortly after each vesting date.
- F8The restricted stock units will vest in twelve successive equal quarterly installments beginning on February 1, 2018, so that the restricted stock units will become fully vested on February 1, 2021. The restricted stock units will be settled in shares of common stock that will be delivered to the Reporting Person shortly after each vesting date.
- F9The restricted stock units will vest in twelve successive equal quarterly installments beginning on February 1, 2017, so that the restricted stock units will become fully vested on February 1, 2020. The restricted stock units will be settled in shares of common stock that will be delivered to the Reporting Person shortly after each vesting date.