Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Hagan David
   2. Issuer Name and Ticker or Trading Symbol
BOINGO WIRELESS INC [WIFI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
C/O BOINGO WIRELESS, INC., 10960 WILSHIRE BLVD. SUITE 800		 3. Date of Earliest Transaction (Month/Day/Year)
03/02/2014
(Street)

LOS ANGELES, CA 90024		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/02/2015   M   19,617 (1) A $ 0 437,051 D  
Common Stock 03/02/2015   F   7,372 D $ 7.2 429,679 D  
Common Stock 03/02/2015   M   17,364 (2) A $ 0 447,043 D  
Common Stock 03/02/2015   F   6,525 D $ 7.2 440,518 D  
Common Stock 03/02/2015   M   27,367 (3) A $ 0 467,885 D  
Common Stock 03/02/2015   F   10,284 D $ 7.2 457,601 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (4) 03/02/2015   M     19,617   (5)   (5) Common Stock 19,617 $ 0 0 D  
Restricted Stock Units (4) 03/02/2015   M     17,364   (6)   (6) Common Stock 17,364 $ 0 138,908 D  
Performance Restricted Stock Units (4) 03/02/2015   M     27,367   (7)   (7) Common Stock 27,367 $ 0 54,734 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Hagan David
C/O BOINGO WIRELESS, INC.
10960 WILSHIRE BLVD. SUITE 800
LOS ANGELES, CA 90024		   X     Chief Executive Officer  

Signatures

 /s/ Efren Medina as Attorney-in-Fact for David Hagan   03/18/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The shares acquired represent the vesting and automatic settlement of 19,617 of reporting person's restricted stock units on March 2, 2015.
(2) The shares acquired represent the vesting and automatic settlement of 17,364 of reporting person's restricted stock units on March 2, 2015.
(3) The shares acquired represent the vesting and automatic settlement of 27,367 of reporting person's performance restricted stock units on March 2, 2015.
(4) Each restricted stock unit represents a contingent right to receive one share of Boingo Wireless, Inc. common stock
(5) The restricted stock units will vest with respect to 50% of the restricted stock units on March 1, 2014, and with respect to the balance of the restricted stock units in a series of four successive equal quarterly installments thereafter. The restricted stock units will be settled in shares of common stock that will be delivered to the Reporting Person shortly after each vesting date.
(6) The restricted stock units will vest in a series of twelve successive equal quarterly installments beginning on March 1, 2014, so that the restricted stock units will become fully vested on March 1, 2017. The restricted stock units will be settled in shares of common stock that will be delivered to the Reporting Person shortly after each vesting date.
(7) 1/3 of these performance restricted stock units will vest on March 1, 2015 and the balance will vest in a series of eight successive equal quarterly installments thereafter, so that the performance restricted stock units will become fully vested on March 1, 2017. The performance restricted stock units will be settled in shares of common stock that will be delivered to the Reporting Person shortly after each vesting date

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