Michele Vion - 02 Jun 2021 Form 4 Insider Report for BOINGO WIRELESS, INC.

Role: Director
Signature: /s/ Efren Medina as Attorney-in-Fact for Michele Choka
Issuer symbol: N/A
Transactions as of: 02 Jun 2021
Net transactions value: -$172,648
Form type: 4
Filing time: 02 Jun 2021, 20:43:30 UTC
Previous filing: 20 May 2021
Next filing: 20 Apr 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WIFI	Common Stock	Disposed to Issuer		-12,989	-100%		0	02 Jun 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	$43,078	-3,077	-100%	$14.00	0	02 Jun 2021	Common Stock	3,077		Direct	F2, F3, F4
transaction	WIFI	Restricted Stock Units	Disposed to Issuer	$129,570	-9,255	-100%	$14.00	0	02 Jun 2021	Common Stock	9,255		Direct	F2, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Michele Vion 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 over a three-year period of continuous service; provided, however, that subject to continuing service, such RSUs shall vest in full upon the earlier of (i) a change in control of the company, or (ii) the day immediately prior to the Company's first regular meeting of stockholders that occurs in 2022.. 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.
F5	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.