SEC Form 4 · accession 0001179110-19-001401
BOINGO WIRELESS INC · WIFI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter Hovenier
Officer — Chief Financial Officer
Period of report
Feb 1, 2019
Accepted (ET)
Feb 5, 2019 · 7:41 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 | 585,194 | $0.00 | A | 604,194 | D | |
| Common StockF2 | Feb 1, 2019 | F | 304,560 | $24.42 | D | 299,634 | D | |
| Common StockF3 | Feb 1, 2019 | M | 390,130 | $0.00 | A | 689,764 | D | |
| Common StockF2 | Feb 1, 2019 | F | 203,041 | $24.42 | D | 486,723 | D | |
| Common StockF4 | Feb 5, 2019 | S | 5,000 | $23.95 | D | 481,723 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Restricted Stock UnitsF5,F6 | — | Feb 1, 2019 | M | 585,194 | D | — | — | Common Stock | 585,194 | 0 | D |
| Restricted Stock UnitsF5,F7 | — | Feb 1, 2019 | M | 390,130 | D | — | — | Common Stock | 390,130 | 0 | D |
Explanation of responses
- F1The shares acquired represent the vesting and automatic settlement of 585194 of Reporting Person's stock units 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 390130 of Reporting Person's stock units on February 1, 2019.
- F4This transaction was executed in multiple sales through a sales order executed by a broker-dealer at prices ranging from $23.83 to $24.20. 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.
- 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 585,195 performance restricted stock units (the "RSUs"). The RSUs shall vest on February 1, 2019.
- F7Provided the Recipient remains in continuous service on February 1, 2019, the RSUs will vest in full on such date.
Remarks
The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan dated 9/14/18