JONES TERRELL B 4
4 · BOINGO WIRELESS, INC. · Filed Jun 2, 2021
Insider Transaction Report
Form 4
JONES TERRELL B
Director
Transactions
- Disposition to Issuer
Common Stock
2021-06-02−72,398→ 0 total - Disposition to Issuer
Restricted Stock Units
2021-06-02$14.00/sh−9,255$129,570→ 0 total→ Common Stock (9,255 underlying)
Footnotes (4)
- [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.