Chuck Davis - Jun 2, 2021 Form 4 Insider Report for BOINGO WIRELESS, INC. (WIFI)

Role
Director
Signature
/s/ Efren Medina as Attorney-in-Fact for Charles Davis
Stock symbol
WIFI
Transactions as of
Jun 2, 2021
Transactions value $
$129,570
Form type
4
Date filed
6/2/2021, 08:34 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WIFI Common Stock Disposed to Issuer -103K -100% 0 Jun 2, 2021 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction WIFI Restricted Stock Units Disposed to Issuer $130K +9.26K $14.00 0 Jun 2, 2021 Common Stock 9.26K Direct F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Chuck Davis is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Disposed of pursuant to the Agreement and Plan of Merger between Issuer, White Sands Parent, Inc., and White Sands Bidco, Inc. (the "Merger Agreement"), whereby, immediately prior to the effective time of the merger contemplated therein (the "Effective Time"), all issued and outstanding shares of Issuer common stock were converted into the right to receive $14.00 per share in cash and, when so converted, automatically cancelled.
F2 Each restricted stock unit ("RSU") represented a contingent right to receive one share of the Issuer's common stock.
F3 The RSU provided for vesting and settlement in full upon the earlier of: (i) June 4, 2021; (ii) a change in control of Boingo Wireless, Inc.; or (iii) the day immediately prior to Boingo Wireless, Inc.'s first regular meeting of stockholders that occurs in 2021. The RSU was cancelled pursuant to the Merger Agreement and the Reporting Person became entitled to receive an initial cash payment equal to the product of $14.00 and the sum of the number of shares of Issuer's Common Stock subject to the RSU less all applicable deductions and withholdings required by Law to be withheld in respect of such payment.
F4 Not applicable.