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. 23RD FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
02/22/2018
(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 04/17/2018   M   19,833 A $ 13.5 684,870 D  
Common Stock 04/17/2018   S   19,833 D $ 25.12 (1) 665,037 D  
Common Stock 04/18/2018   M   19,833 A $ 13.5 684,870 D  
Common Stock 04/18/2018   S   19,833 D $ 25.54 (2) 665,037 D  
Common Stock 04/19/2018   M   19,834 A $ 13.5 684,871 D  
Common Stock 04/19/2018   S   19,834 D $ 24.78 (3) 665,037 D  

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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
Employee Stock Option (Right to Buy) $ 13.5 04/17/2018   M     19,833   (4) 05/03/2021 Common Stock 19,833 $ 13.5 179,444 D  
Employee Stock Option (Right to Buy) $ 13.5 04/18/2018   M     19,833   (4) 05/03/2021 Common Stock 19,833 $ 13.5 159,611 D  
Employee Stock Option (Right to Buy) $ 13.5 04/19/2018   M     19,834   (4) 05/03/2021 Common Stock 19,834 $ 13.5 139,777 D  
Performance Restricted Stock Units (5) 02/22/2018   A   877,792     (6)   (6) Common Stock 877,792 $ 0 877,792 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Hagan David
C/O BOINGO WIRELESS, INC.
10960 WILSHIRE BLVD. 23RD FLOOR
LOS ANGELES, CA 90024		   X     Chief Executive Officer  

Signatures

 /s/ Efren Medina as Attorney-in-Fact for David Hagan   04/19/2018
**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) This transaction was executed in multiple sales through a sales order executed by a broker-dealer at prices ranging from $24.77 to $25.26. The price reported in this column reflects the weighted average sale price. The Reporting Person will provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(2) This transaction was executed in multiple sales through a sales order executed by a broker-dealer at prices ranging from $25.27 to $25.70. The price reported in this column reflects the weighted average sale price. The Reporting Person will provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(3) This transaction was executed in multiple sales through a sales order executed by a broker-dealer at prices ranging from $24.58 to $25.25. The price reported in this column reflects the weighted average sale price. The Reporting Person will provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(4) 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.
(5) Each restricted stock unit represents a contingent right to receive one share of Boingo Wireless, Inc. common stock.
(6) Reflects certification of the achievement of 2016 performance goals and the award of 877,792 performance restricted stock units (the "RSUs"). The RSUs shall vest on February 1, 2019.
 
Remarks:
The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan dated 11/17/17

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