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

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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^*

SZOSTAK M ANNE

(Last)

(First)

(Middle)

FLEETBOSTON FINANCIAL CORPORATION

100 FEDERAL STREET

(Street)

BOSTON

02110

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FLEETBOSTON FINANCIAL CORP [ FBF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2004

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	04/01/2004		D		59,408	D	⁽¹⁾	0	D
Common Stock	04/01/2004		D		3,005	D	⁽¹⁾	0	I	Brooke Szostak Irrev. Trust
Common Stock	04/01/2004		D		3,205	D	⁽¹⁾	0	I	Katherine Szostak Irrev. Trust
Common Stock	04/01/2004		D		35,000	D	⁽¹⁾	0	I	By Spouse
Common Stock	04/01/2004		D		16,426	D	⁽¹⁾	0	I	By GRAT

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 Restricted Stk Units⁽²⁾	⁽²⁾	04/01/2004		D			70,000	⁽²⁾	⁽²⁾	Common Stk	70,000	$0	0	D
Restricted Stk Units⁽³⁾	⁽³⁾	04/01/2004		D			44,445	⁽³⁾	⁽³⁾	Common Stk	44,445	$0	0	D
Emp Stk Option⁽⁴⁾	$20.69	04/01/2004		D			50,000	11/30/1996	11/29/2005	Common Stk	50,000	⁽⁵⁾	0	D
Emp Stk Option⁽⁴⁾	$23.1	04/01/2004		D			50,000	10/16/1997	10/15/2006	Common Stk	50,000	⁽⁵⁾	0	D
Emp Stk Option⁽⁴⁾	$32.91	04/01/2004		D			50,000	10/15/1998	10/14/2007	Common Stk	50,000	⁽⁵⁾	0	D
Emp Stk Option⁽⁴⁾	$39.06	04/01/2004		D			50,000	10/21/1999	10/20/2008	Common Stk	50,000	⁽⁵⁾	0	D
Emp Stk Option⁽⁴⁾	$36.66	04/01/2004		D			70,000	12/21/2000	12/20/2009	Common Stk	70,000	⁽⁵⁾	0	D
Emp Stk Option⁽⁴⁾	$27.53	04/01/2004		D			100,000	03/03/2001	03/02/2010	Common Stk	100,000	⁽⁵⁾	0	D
Emp Stk Option⁽⁴⁾	$34.75	04/01/2004		D			70,000	10/17/2001	10/16/2010	Common Stk	70,000	⁽⁵⁾	0	D
Emp Stk Option⁽⁴⁾	$32.96	04/01/2004		D			90,000	10/16/2002⁽⁶⁾	10/15/2011	Common Stk	90,000	⁽⁵⁾	0	D
Emp Stk Option⁽⁴⁾	$21.25	04/01/2004		D			110,000	10/15/2003⁽⁷⁾	10/14/2012	Common Stk	110,000	⁽⁵⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the merger agreement between FleetBoston Financial Corporation ("FleetBoston") and Bank of America Corporation ("Bank of America"). Each share was exchanged for .5553 of a share of Bank of America common stock having a market value of $81.47 per share on the effective date of the merger of FleetBoston with Bank of America (the "Merger").

2. These stock units, which were payable 1 to 1 in shares of FleetBoston common stock following the satisfaction of certain performance-based vesting conditions, vested in full on the effective date of the Merger, and are being paid out as unrestricted shares of Bank of America common stock as soon as practicable thereafter. The number of Bank of America shares being paid out is equal to the number of FleetBoston shares subject to each stock unit held immediately prior to the effective date multiplied by .5553 (rounded to the nearest whole share).

3. These stock units, which were payable 1 to 1 in shares of FleetBoston common stock in annual installments of one third each beginning on February 17, 2005, were assumed by Bank of America in the Merger and replaced by Bank of America stock units. The number of shares subject to each new Bank of America stock unit is equal to the number of shares subject to each FleetBoston stock unit held immediately prior to the effective date of the Merger multiplied by .5553 (rounded to the nearest whole share).

4. Right to buy.

5. These options were assumed by Bank of America in the Merger and replaced by options to purchase Bank of America common stock. The number of shares subject to each new Bank of America option is equal to the number of shares subject to each FleetBoston option held immediately prior to the effective date of the Merger multiplied by .5553 (rounded to the nearest whole share), and the exercise price of each new Bank of America option is equal to the exercise price of each FleetBoston option divided by .5553 (rounded to the nearest whole cent).

6. These options, which provided for vesting in annual installments of one third each beginning on the date shown, became fully exercisable on the effective date of the Merger.

7. These options, which provided for vesting in annual installments of one fourth each beginning on the date shown, became fully exercisable on the effective date of the Merger.

Remarks:

	Martha R. Francis, Attorney-in-Fact for M. Anne Szostak	04/02/2004
	** 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).
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