Statement of Changes in Beneficial Ownership (4)
May 19 2020 - 6:10PM
Edgar (US Regulatory)
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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3235-0287
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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
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1. Name and Address of Reporting Person
*
Brown James Cannon |
2. Issuer Name and Ticker or Trading Symbol
BOSTON PRIVATE FINANCIAL HOLDINGS INC
[
BPFH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP |
(Last)
(First)
(Middle)
BOSTON PRIVATE FINANCIAL HOLDINGS, INC., TEN POST OFFICE SQUARE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/15/2020 |
(Street)
BOSTON, MA 02109
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 5/15/2020 | | M | | 7838 | A | $6.155 | 48583.136 | D | |
Common Stock | 5/15/2020 | | M | | 6451 | A | $6.155 | 55034.136 | D | |
Common Stock | 5/15/2020 | | M | | 2106 | A | $6.155 | 57140.136 | D | |
Common Stock | 5/15/2020 | | F | | 619 | D | $6.155 | 56521.136 | D | |
Common Stock | 5/18/2020 | | S | | 3948 | D | $6.542 | 52573.136 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 7. 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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Performance Restricted Stock Units | (1) | 5/15/2020 | | M | | | 7838 | (1) | (1) | Common Stock | 9676.0 (2) | $0 | 0 | D | |
Restricted Stock Units | (3) | 5/15/2020 | | M | | | 6451 | (3) | (3) | Common Stock | 6451.0 | $0 | 0 | D | |
Restricted Stock Units | (4) | 5/15/2020 | | M | | | 2106 | (4) | (4) | Common Stock | 2106.0 | $0 | 4212 | D | |
Restricted Stock Units | (4) | 5/15/2020 | | A | | 10552 | | (4) | (4) | Common Stock | 10552.0 | $0 | 10552 | D | |
Performance Restricted Stock Units | (5) | 5/15/2020 | | A | | 31656 | | (5) | (5) | Common Stock | 31656.0 | $0 | 31656 | D | |
Stock Option (Right to Buy) | $6.16 | 5/15/2020 | | A | | 45455 | | (6) | 5/15/2030 | Common Stock | 45455.0 | $0 | 45455 | D | |
Explanation of Responses: |
(1) | Each Performance Restricted Stock Unit represents a contingent right to receive one share of the Company's common stock. Performance Restricted Stock Units vest based on the Company's performance for the period January 1, 2017 through December 31, 2019. |
(2) | Number represents targeted performance shares initially granted for the 2017-2019 performance period. Actual shares earned were 81% of the targeted performance shares based on performance for the performance period. |
(3) | Each Restricted Stock Unit represents a contingent right to receive one share of the Company's common stock. Restricted Stock Units vest in full on the third anniversary of the grant date. |
(4) | Each Restricted Stock Unit represents a contingent right to receive one share of the Company's common stock. Restricted Stock Units vest ratably over a three-year period from the grant date. |
(5) | Each Performance Restricted Stock Unit represents a contingent right to receive one share of the Company's common stock. Performance Restricted Stock Units vest based on the Company's performance for the period January 1, 2020 through December 31, 2022. |
(6) | Each Non-Qualified Stock Option represents a contingent right to purchase one share of the Company's common stock. Non-Qualified Stock Options vest ratably over a four-year period from the grant date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Brown James Cannon BOSTON PRIVATE FINANCIAL HOLDINGS, INC. TEN POST OFFICE SQUARE BOSTON, MA 02109 |
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| EVP |
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Signatures
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/s/ Christopher A. Cooper, attorney-in-fact for Mr. Brown | | 5/19/2020 |
**Signature of Reporting Person | Date |
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