Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Tracey Tom
 2. Date of Event Requiring Statement (Month/Day/Year)
02/19/2013		 3. Issuer Name and Ticker or Trading Symbol
BOINGO WIRELESS INC [WIFI]
(Last)
(First)
(Middle)
C/O BOINGO WIRELESS, INC., 10960 WILSHIRE BLVD., SUITE 800		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior VP of Operations
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

LOS ANGELES, CA 90024		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   (1) 04/22/2019 Common Stock 750 $ 1.4 D  
Employee Stock Option (Right to Buy)   (2) 12/31/2019 Common Stock 4,583 $ 1.4 D  
Employee Stock Option (Right to Buy)   (3) 12/31/2018 Common Stock 771 $ 1.4 D  
Employee Stock Option (Right to Buy)   (4) 05/03/2021 Common Stock 111,111 $ 13.5 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tracey Tom
C/O BOINGO WIRELESS, INC.
10960 WILSHIRE BLVD., SUITE 800
LOS ANGELES, CA 90024		       Senior VP of Operations  

Signatures

/s/ Noah Belsky as Attorney-in-fact for Tom Tracey 02/28/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Subject to continuous service, this option is exercisable with respect to 1/4th of the shares subject to this option on November 18, 2009; and exercisable with respect to 1/36th of the remaining shares subject to this option each month thereafter.
(2) Subject to continuous service, this option is exercisable with respect to 1/4th of the shares subject to this option on December 31, 2010; and exercisable with respect to 1/36th of the remaining shares subject to this option each month thereafter.
(3) Subject to continuous service, 100% of the shares subject to this option vest on the earliest of December 31, 2018, the one year anniversary of the effective date of the registration statement, or when the Company is acquired.
(4) Subject to continuous service, this option is exercisable with respect to 1/4th of the shares subject to this option on May 3, 2012; and exercisable with respect to 1/36th of the remaining shares subject to this option each month thereafter.

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