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 *
Goff Michael Colburn
   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)
SVP Strategy and Development
(Last)
(First)
(Middle)
C/O BOINGO WIRELESS, INC., 10960 WILSHIRE BLVD., SUITE 800		 3. Date of Earliest Transaction (Month/Day/Year)
11/22/2011
(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 11/22/2011   M   25,000 A $ 0.75 25,043 D  
Common Stock 11/22/2011   S   25,000 D $ 8.434 (1) 43 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) $ 0.75 11/22/2011   M     2,300   (2) 03/02/2014 Common Stock 2,300 $ 0.75 0 D  
Employee Stock Option (Right to Buy) $ 0.75 11/22/2011   M     22,700   (3) 11/01/2014 Common Stock 22,700 $ 0.75 9,300 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Goff Michael Colburn
C/O BOINGO WIRELESS, INC.
10960 WILSHIRE BLVD., SUITE 800
LOS ANGELES, CA 90024		       SVP Strategy and Development  

Signatures

 /s/ Peter Hovenier as Attorney-in-Fact for Michael Colburn Goff   11/22/2011
**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) Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $8.36 to $8.565 per share. The reporting person undertakes to provide, upon request by 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) The shares subject to this option are exercisable with respect to 1/4th of the shares on January 1, 2005 and an additional 1/36th of the remaining shares subject to this option each month thereafter.
(3) The shares subject to this option are exercisable with respect to 1/4th of the shares on August 25, 2005 and an additional 1/36th of the remaining shares subject to this option each month thereafter.
 
Remarks:
The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 14, 2011.

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