Finley Michael 4
4 · BOINGO WIRELESS, INC. · Filed Jun 2, 2021
Insider Transaction Report
Form 4
Finley Michael
Director
Transactions
- Disposition to Issuer
Restricted Stock Units
2021-06-02$14.00/sh−15,607$218,498→ 0 total→ Common Stock (15,607 underlying) - Disposition to Issuer
Restricted Stock Units
2021-06-02$14.00/sh−64,103$897,442→ 0 total→ Common Stock (64,103 underlying) - Disposition to Issuer
Common Stock
2021-06-02−102,363→ 0 total - Disposition to Issuer
Restricted Stock Units
2021-06-02$14.00/sh−107,385$1,503,390→ 0 total→ Common Stock (107,385 underlying) - Disposition to Issuer
Restricted Stock Units
2021-06-02$14.00/sh−115,227$1,613,178→ 0 total→ Common Stock (115,227 underlying)
Footnotes (7)
- [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 April 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.