Sec Form 13G Filing - DAYTON SKY D filing for BOINGO WIRELESS INC. (WIFI) - 2015-04-17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 09739C102

1.

Names of Reporting Persons
Sky Dayton

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

[x]

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
36,000

6.

Shared Voting Power
2,575,000

7.

Sole Dispositive Power
36,000

8.

Shared Dispositive Power
2,575,000

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,611,000

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
7.2%

12.

Type of Reporting Person (See Instructions)
IN

CUSIP No. 09739C102

1.

Names of Reporting Persons
Arwen Dayton

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

[x]

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
2,575,000

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
2,575,000

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,575,000

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
7.1%

12.

Type of Reporting Person (See Instructions)
IN

CUSIP No. 09739C102

1.

Names of Reporting Persons
The Dayton Family Trust of 1999

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

[x]

3.

SEC Use Only

4.

Citizenship or Place of Organization
California

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
2,370,000

6.

Shared Voting Power
0

7.

Sole Dispositive Power
2,370,000

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,370,000

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
6.5%

12.

Type of Reporting Person (See Instructions)
OO

CUSIP No. 09739C102

1.

Names of Reporting Persons
The Dayton Children’s Trust d/t/d 3/11/01

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

[x]

3.

SEC Use Only

4.

Citizenship or Place of Organization
California

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
205,000

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
205,000

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
205,000

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0.6%

12.

Type of Reporting Person (See Instructions)
OO

Item 1.

(a)

Name of Issuer
Boingo Wireless, Inc.

(b)

Address of Issuer’s Principal Executive Offices
10960 Wilshire Blvd., Suite 800, Los Angeles, California 90024

Item 2.

(a)

Name of Person Filing
(i) Sky Dayton

(ii) Arwen Dayton

(iii) The Dayton Family Trust of 1999

(iv) They Dayton Children’s Trust d/t/d 3/11/02

(b)

Address of Principal Business Office or, if none, Residence
As to (i) through (iv): 10960 Wilshire Blvd., Suite 800, Los Angeles, California 90024

(c)

Citizenship
As to (i) and (ii): USA

As to (iii) and (iv): California

(d)

Title of Class of Securities
Common Stock, $0.0001 par value

(e)

CUSIP Number
09739C102

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);

(k)

o

Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§ 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

Item 4.

Ownership

The securities reported herein are beneficially owned by Sky Dayton, Arwen Dayton, The Dayton Family Trust of 1999 and The Dayton Children’s Trust d/t/d 3/11/02.  The total number of securities reported is 2,611,000 of the Issuer’s Common Stock, which constitutes 7.2% of the Issuer’s outstanding Common Stock as reported on its 2014 Annual Report.

As of December 31, 2014 Sky Dayton (i) owns directly, and has sole voting and dispositive power over, 36,000 shares (0.1%) of the Issuer’s Common Stock issuable upon the exercise of options that are exercisable within 60 days of December 31, 2014 and (ii) has shared voting and dispositive power with respect to 2,575,000 shares (7.1%) of the Issuer’s Common Stock, of which 2,370,000 (6.5%) are held by The Dayton Family Trust of 1999 and 205,000 (0.6%) are held by the Dayton Children’s Trust d/t/d 3/11/02. 

As of December 31, 2014, Arwen Dayton has shared voting and dispositive power with respect to 2,575,000 shares (7.1%) of the Issuer’s Common Stock, of which 2,370,000 (6.5%) are held by The Dayton Family Trust of 1999 and 205,000 (0.6%) are held by the Dayton Children’s Trust d/t/d 3/11/02.

As of December 31, 2014, The Dayton Family Trust of 1999 owns directly 2,370,000 (6.5%) of the Issuer’s Common Stock.  Sky and Arwen Dayton, as Co-Trustees, have shared voting and shared dispositive power over those shares.

As of December 31, 2014, Dayton Children’s Trust d/t/d 3/11/02 owns directly 205,000 (0.6%) of the Issuer’s Common Stock.  Sky and Arwen Dayton, as Co-Trustees, have shared voting and shared dispositive power over those shares.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

(i)             2,611,000

(ii)          2,575,000

(iii)       2,370,000

(iv)      205,000

(b)

Percent of class:   

(i)             7.2%

(ii)          7,1%

(iii)       6.5%

(iv)      0.6%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

(i)             36,000

(ii)          0

(iii)       2,370,000

(iv)      205,000

(ii)

Shared power to vote or to direct the vote

(i)             2,575,000

(ii)          2,575,000

(iii)       0

(iv)      0

(iii)

Sole power to dispose or to direct the disposition of

(i)             36,000

(ii)          0

(iii)       2,370,000

(iv)      205,000

(iv)

Shared power to dispose or to direct the disposition of

(i)             2,575,000

(ii)          2,575,000

(iii)       0

(iv)      0

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

See information in Item 4, above.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8.

Identification and Classification of Members of the Group

This is a joint filing by the persons identified in Item 2, above, pursuant to Rules 13d-1(d) and Rule 13d-1(k) but not a group filing.  Also see Item 4, above.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

Not applicable.

April 15, 2015

Date

/s/ Sky Dayton

Sky Dayton

/s/ Arwen Dayton

Arwen Dayton

THE DAYTON FAMILY TRUST OF 1999

By:

/s/ Sky Dayton

Sky Dayton, Trustee

THE DAYTON CHILDREN’S TRUST D/T/D 3/11/02

By:

/s/ Sky Dayton

Sky Dayton, Trustee

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

/s/ Sky Dayton

Sky Dayton

/s/ Arwen Dayton

Arwen Dayton

THE DAYTON FAMILY TRUST OF 1999

By:

/s/ Sky Dayton

Sky Dayton, Trustee

THE DAYTON CHILDREN’S TRUST D/T/D 3/11/02

By:

/s/ Sky Dayton

Sky Dayton, Trustee