SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Â Â

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Gaven Steven M

(Last)

(First)

(Middle)

BOSTON PRIVATE

TEN POST OFFICE SQUARE

(Street)

BOSTON

02109

(City)

(State)

(Zip)

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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	05/15/2020		M		1,361	A	$6.155	12,773	D
Common Stock	05/15/2020		M		1,805	A	$6.155	14,578	D
Common Stock	05/15/2020		F		530	D	$6.155	14,048	D
Common Stock	05/18/2020		S		841	D	$6.542	13,207	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Shares	⁽¹⁾	05/15/2020		M			1,361	⁽¹⁾	⁽¹⁾	Common Stock	1,680⁽²⁾	$0	0	D
Restricted Stock Units	⁽³⁾	05/15/2020		M			1,805	⁽³⁾	⁽³⁾	Common Stock	1,805	$0	3,610	D
Restricted Stock Units	⁽³⁾	05/15/2020		A		10,552		⁽³⁾	⁽³⁾	Common Stock	10,552	$0	10,552	D
Performance Restricted Stock Units	⁽⁴⁾	05/15/2020		A		31,656		⁽⁴⁾	⁽⁴⁾	Common Stock	31,656	$0	31,656	D
Stock Option (Right to Buy)	$6.16	05/15/2020		A		45,455		⁽⁵⁾	05/15/2030	Common Stock	45,455	$0	45,455	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 ratably over a three-year period from the grant date.

4. 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.

5. 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.

Remarks:

	/s/ Christopher A. Cooper, attorney-in-fact for Mr. Gaven	05/19/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.