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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrant | $ 8.9 (2) | 08/12/2008 | J(1) | 59,174 | 08/12/2008(3) | 08/12/2013 | Common Stock | 59,174 (2) | $ 0 (1) | 59,174 (2) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Morton John III P.O. BOX 9765 ARNOLD, MD 21012 |
X |
/s/ Margaret W. Chambers, attorney-in-fact | 08/14/2008 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Boston Private Financial Holdings, Inc. (the "Company") issued, among other securities, warrants to purchase 5,443,065 shares of its common stock to BP Holdco, L.P. ("BP Holdco"). Out of these warrants, and in consideration for Mr. Morton agreeing to act as BP Holdco's representative on the board of directors of the Company, BP Holdco granted and assigned to Mr. Morton warrants to purcahse 59,174 shares of the Company's common stock. |
(2) | The warrants feature a cashless exercise provision and are subject to anti-dilution adjustments as set forth in the Form of Warrant and Warrant Agreement as filed by the Company on the Current Report on Form 8-K on July 24, 2008 as Exhibits 4.1 and 10.2, respectively. |
(3) | The exercisability of the warrants is subject to the Company having first received the necessary shareholder approvals. The warrants vest and become exercisable on the earlier to occur of (i) August 12, 2013 and (ii) the sale, transfer or other disposition of 100% of BP Holdco's interests in the Company. |