Maura Almy - Jul 1, 2021 Form 4 Insider Report for BOSTON PRIVATE FINANCIAL HOLDINGS INC (BPFH)

Role
EVP
Signature
/s/ Colleen A. Graham, attorney-in-fact for Ms. Almy
Stock symbol
BPFH
Transactions as of
Jul 1, 2021
Transactions value $
$0
Form type
4
Date filed
7/6/2021, 06:47 PM
Previous filing
May 18, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BPFH Common Stock Disposed to Issuer $0 -3.36K -100% $0.00* 0 Jul 1, 2021 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction BPFH Restricted Stock Units Disposed to Issuer $0 -1.51K -100% $0.00* 0 Jul 1, 2021 Common Stock 1.51K Direct F2
transaction BPFH Restricted Stock Units Disposed to Issuer $0 -16.8K -100% $0.00* 0 Jul 1, 2021 Common Stock 16.8K Direct F2
transaction BPFH Performance Restricted Stock Units Disposed to Issuer $0 -13.5K -100% $0.00* 0 Jul 1, 2021 Common Stock 13.5K Direct F3
transaction BPFH Stock Option (Right to Buy) Disposed to Issuer $0 -42K -100% $0.00* 0 Jul 1, 2021 Common Stock 42K $6.16 Direct F4
transaction BPFH Stock Option (Right to Buy) Disposed to Issuer $0 -16.2K -100% $0.00* 0 Jul 1, 2021 Common Stock 16.2K $11.08 Direct F5
transaction BPFH Performance Restricted Stock Units Disposed to Issuer $0 -29.2K -100% $0.00* 0 Jul 1, 2021 Common Stock 29.2K Direct F3
transaction BPFH Restricted Stock Units Disposed to Issuer $0 -6.49K -100% $0.00* 0 Jul 1, 2021 Common Stock 6.49K Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Maura Almy is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 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 734 shares of SVB common stock.
F3 Each performance-based restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. Pursuant to Merger Agreement, each performance-based restricted stock unit outstanding immediately prior to 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 1,137 shares of SVB common stock.
F4 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 1,116 shares of SVB common stock for $231.58 per share.
F5 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.