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

Role
Chief Marketing Officer
Signature
/s/ Efren Medina as Attorney-in-Fact for Dawn Callahan
Stock symbol
WIFI
Transactions as of
Jun 2, 2021
Transactions value $
-$912,114
Form type
4
Date filed
6/2/2021, 08:48 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WIFI Common Stock Disposed to Issuer -13.4K -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 -$24.4K -1.74K -100% $14.00 0 Jun 2, 2021 Common Stock 1.74K Direct F2, F3, F4
transaction WIFI Restricted Stock Units Disposed to Issuer -$111K -7.93K -100% $14.00 0 Jun 2, 2021 Common Stock 7.93K Direct F2, F4, F5
transaction WIFI Restricted Stock Units Disposed to Issuer -$245K -17.5K -100% $14.00 0 Jun 2, 2021 Common Stock 17.5K Direct F2, F4, F6
transaction WIFI Restricted Stock Units Disposed to Issuer -$532K -38K -100% $14.00 0 Jun 2, 2021 Common Stock 38K Direct F2, F4, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Dawn Callahan 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, which provided for vesting and settlement on February 1, 2022, 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, which provided for vesting and settlement on February 1, 2023 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.
F6 The RSU, which provided for vesting and settlement on February 1, 2024, 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.
F7 The RSU, which represents performance-based grants which vested immediately prior to the Effective Time, 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.