Steven M. Gaven - Jul 1, 2021 Form 4 Insider Report for BOSTON PRIVATE FINANCIAL HOLDINGS INC (BPFH)

Role: EVP, Chief Financial Officer
Signature: /s/ Colleen A. Graham, attorney-in-fact for Mr. Gaven
Stock symbol: BPFH
Transactions as of: Jul 1, 2021
Transactions value $: $0
Form type: 4
Date filed: 7/6/2021, 06:34 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	-22.7K	-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	-7.04K	-100%	$0.00^*	0	Jul 1, 2021	Common Stock	7.04K		Direct	F2
transaction	BPFH	Restricted Stock Units	Disposed to Issuer	$0	-24K	-100%	$0.00^*	0	Jul 1, 2021	Common Stock	24K		Direct	F2
transaction	BPFH	Restricted Stock Units	Disposed to Issuer	$0	-1.81K	-100%	$0.00^*	0	Jul 1, 2021	Common Stock	1.81K		Direct	F2
transaction	BPFH	Performance Restricted Stock Units	Disposed to Issuer	$0	-31.7K	-100%	$0.00^*	0	Jul 1, 2021	Common Stock	31.7K		Direct	F3
transaction	BPFH	Performance Restricted Stock Units	Disposed to Issuer	$0	-16.2K	-100%	$0.00^*	0	Jul 1, 2021	Common Stock	16.2K		Direct	F3
transaction	BPFH	Employee Stock Option	Disposed to Issuer	$0	-5	-100%	$0.00^*	0	Jul 1, 2021	Common Stock	5	$9.05	Direct
transaction	BPFH	Stock Option (Right to Buy)	Disposed to Issuer	$0	-19.5K	-100%	$0.00^*	0	Jul 1, 2021	Common Stock	19.5K	$11.08	Direct	F4
transaction	BPFH	Stock Option (Right to Buy)	Disposed to Issuer	$0	-45.5K	-100%	$0.00^*	0	Jul 1, 2021	Common Stock	45.5K	$6.16	Direct	F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Steven M. Gaven 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 873 shares of SVB common stock.
F3	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 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 the 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 1,274 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 518 shares of SVB common stock for $416.55 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 1,209 shares of SVB common stock for $231.58 per share.