Statement of Changes in Beneficial Ownership (4)

FORM 4 [X] 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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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Enos Joy	2. Issuer Name and Ticker or Trading Symbol BOSTON PRIVATE FINANCIAL HOLDINGS INC [ BPFH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, Chief HR Officer
(Last) (First) (Middle) BOSTON PRIVATE, TEN POST OFFICE SQUARE	3. Date of Earliest Transaction (MM/DD/YYYY) 7/1/2021
(Street) BOSTON, MA 02109 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	7/1/2021		D		12274.613	D	$0 ⁽¹⁾	0	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	7/1/2021		D			1505	⁽²⁾	⁽²⁾	Common Stock	1505.0	$0	0	D
Restricted Stock Units	⁽²⁾	7/1/2021		D			5953	⁽²⁾	⁽²⁾	Common Stock	5953.0	$0	0	D
Restricted Stock Units	⁽²⁾	7/1/2021		D			15593	⁽²⁾	⁽²⁾	Common Stock	15593.0	$0	0	D
Performance Restricted Stock Units	⁽³⁾	7/1/2021		D			26786	⁽³⁾	⁽³⁾	Common Stock	26786.0	$0	0	D
Performance Restricted Stock Units	⁽³⁾	7/1/2021		D			13538	⁽³⁾	⁽³⁾	Common Stock	13538.0	$0	0	D
Stock Option (Right to Buy)	$11.08	7/1/2021		D			16234	⁽⁴⁾	5/15/2029 ⁽⁴⁾	Common Stock	16234.0	$0	0	D
Stock Option (Right to Buy)	$6.16	7/1/2021		D			38462	⁽⁵⁾	5/15/2030 ⁽⁵⁾	Common Stock	38462.0	$0	0	D

Explanation of Responses:
(1)	Disposed of pursuant to the Agreement and Plan of Merger by and between SVB Financial Group ("SVB") and the Issuer, dated as of January 4, 2021 (the "Merger Agreement"), pursuant to which the Issuer was merged with and into SVB, with SVB as the surviving corporation (the "Merger"), effective July 1, 2021. Pursuant to the Merger, each issued and outstanding share of common stock of the Issuer was converted into the right to receive, without interest, 0.0228 shares of SVB common stock and $2.10 in cash. The closing price of one share of SVB common stock on the Nasdaq on the last trading day prior to the effectiveness of the Merger was $556.43. As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of common stock of the Issuer.
(2)	Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. Pursuant to the Merger Agreement, each time-based restricted stock unit outstanding immediately prior to the effective time of the Merger automatically converted into a restricted stock unit in respect of shares of SVB common stock on the same terms and conditions (including vesting terms) as applied to such restricted stock units immediately prior to the effective time of the Merger, with the number of underlying shares determined in accordance with the terms of the Merger Agreement. These restricted stock units were converted into restricted stock units in respect of an aggregate of 613 shares of SVB common stock.
(3)	Each performance-based restricted stock unit represents a contingent right to receive one share of Issuer's common stock. Pursuant to Merger Agreement, each performance-based restricted stock unit outstanding immediately prior to the effective time of Merger automatically converted into a restricted stock unit in respect of shares of SVB common stock, with the number of underlying shares determined in accordance with the Merger Agreement and with performance goals deemed satisfied at the target level. Except with respect to terms and conditions relating to performance, the same terms and conditions (including service-based vesting terms) apply to such restricted stock units in respect of shares of SVB common stock as applied to such performance-based restricted stock units of Issuer immediately prior to the effective time of Merger. These performance-based restricted stock units were converted into restricted stock units in respect of an aggregate of 1,073 shares of SVB common stock.
(4)	Pursuant to the Merger Agreement, each option to purchase shares of the Issuer's common stock (other than performance-based options) that was outstanding and unexercised immediately prior to the effective time of the Merger automatically converted into an option to purchase shares of SVB common stock on the same terms and conditions (including vesting and exercisability terms) as applied to such option immediately prior to the effective time of the Merger, with the number of underlying shares and the exercise price determined in accordance with the terms of the Merger Agreement. This option was converted into an option to purchase 431 shares of SVB common stock for $416.55 per share.
(5)	Pursuant to the Merger Agreement, each option to purchase shares of the Issuer's common stock (other than performance-based options) that was outstanding and unexercised immediately prior to the effective time of the Merger automatically converted into an option to purchase shares of SVB common stock on the same terms and conditions (including vesting and exercisability terms) as applied to such option immediately prior to the effective time of the Merger, with the number of underlying shares and the exercise price determined in accordance with the terms of the Merger Agreement. This option was converted into an option to purchase 1,023 shares of SVB common stock for $231.58 per share.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Enos Joy BOSTON PRIVATE TEN POST OFFICE SQUARE BOSTON, MA 02109			EVP, Chief HR Officer