| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | WIFI | Common Stock | Disposed to Issuer | -13K | -100% | 0 | Jun 2, 2021 | Direct | F1 |
| 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 | -$43.1K | -3.08K | -100% | $14.00 | 0 | Jun 2, 2021 | Common Stock | 3.08K | Direct | F2, F3, F4 | |
| transaction | WIFI | Restricted Stock Units | Disposed to Issuer | -$130K | -9.26K | -100% | $14.00 | 0 | Jun 2, 2021 | Common Stock | 9.26K | Direct | F2, F4, F5 |
Michele Vion is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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. |