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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Callahan Dawn		 2. Issuer Name and Ticker or Trading Symbol

BOINGO WIRELESS, INC. [ WIFI ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Marketing Officer
(Last)          (First)          (Middle)

C/O BOINGO WIRELESS INC., 10960 WILSHIRE BLVD. 23RD FLOOR		 3. Date of Earliest Transaction (MM/DD/YYYY)

4/30/2021
(Street)

LOS ANGELES, CA 90024
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 4/30/2021  M  7993 (1)A$.82 11782 D  
Common Stock 5/1/2021  M  581 (2)A$0 12363 D  
Common Stock 5/1/2021  F  304 (3)D$13.96 12059 D  
Common Stock 5/1/2021  M  1132 (4)A$0 13191 D  
Common Stock 5/1/2021  F  592 (3)D$13.96 12599 D  
Common Stock 5/1/2021  M  1592 (5)A$0 14191 D  
Common Stock 5/1/2021  F  833 (3)D$13.96 13358 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (Right to Buy) $.82 4/30/2021  M     7993   (6)5/3/2021 Common Stock 7993 $.83 0 D  
Restricted Stock Units  (7)5/1/2021  M     581   (8) (8)Common Stock 581 $0 1743 D  
Restricted Stock Units  (7)5/1/2021  M     1132   (9) (9)Common Stock 1132 $0 7925 D  
Restricted Stock Units  (7)5/1/2021  M     1592   (10) (10)Common Stock 1592 $0 17508 D  
Explanation of Responses:
(1) This transaction reflects the cash exercise of Reporting Person's employee stock option.
(2) The shares acquired represent the vesting and automatic settlement of 581 of Reporting Person's performance stock units which vested on May 1, 2021, but were settled on May 3, 2021.
(3) Represents shares withheld in connection with the payment of taxes due of vesting of restricted shares.
(4) The shares acquired represent the vesting and automatic settlement of 1132 of Reporting Person's stock units which vested on May 1, 2021, but were settled on May 3, 2021.
(5) The shares acquired represent the vesting and automatic settlement of 1592 of Reporting Person's stock units which vested on May 1, 2021, but were settled on May 3, 2021.
(6) Subject to continuous service, this option is exercisable with respect to 1/4th of the shares subject to this option on 5/3/12; and with respect to an additional 1/36th of the remaining shares subject to this option each month thereafter; as of the transaction date this option is fully vested and exercisable.
(7) Each restricted stock unit represents a contingent right to receive one share of Boingo Wireless, Inc. common stock.
(8) The restricted stock units will vest in a series of twelve equal quarterly installments beginning on February 1, 2019, so that the restricted stock units will become fully vested on February 1, 2022. 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.
(9) The restricted stock units will vest in a series of twelve successive quarterly installments beginning on February 1, 2020, so that the restricted stock units will become fully vested on February 1, 2023. 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.
(10) The restricted stock units will vest in a series of twelve successive quarterly installments beginning on February 1, 2021, so that the restricted stock units will become fully vested on February 1, 2024. 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.
Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Callahan Dawn
C/O BOINGO WIRELESS INC.
10960 WILSHIRE BLVD. 23RD FLOOR
LOS ANGELES, CA 90024

Chief Marketing Officer
Signatures
/s/ Efren Medina as Attorney-in-Fact for Dawn Callahan5/5/2021
**Signature of Reporting PersonDate
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