FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BOEING CO [ BA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Common Stock | 05/02/2008 | G | 876 | D | $0 | 158,683 | D | ||||||||
Common Stock | 05/02/2008 | G | 32,070 | D | $0 | 126,613 | D | ||||||||
Common Stock | 11/03/2008 | G | 3,600 | D | $0 | 123,013 | D | ||||||||
Common Stock | 11/04/2008 | G | 40,050 | D | $0 | 82,963(1) | D | ||||||||
Common Stock | 06/19/2008 | G | 203,470(2) | D | $0 | 0 | I | Family Trust 31 | |||||||
Common Stock | 06/19/2008 | G | 157,820(3) | D | $0 | 0 | I | Family Trust 32 | |||||||
Common Stock | 171,485 | I | Family Trust 01 | ||||||||||||
Common Stock | 21,700 | I | Family Trust 22 | ||||||||||||
Common Stock | 230,806 | I | Family Trust 26 | ||||||||||||
Common Stock | 322,790(4) | I | Family Trust 33 | ||||||||||||
Common Stock | 540,000 | I | Family Trust 34 | ||||||||||||
Common Stock | 500,000(5) | I | Family Trust 35 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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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) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. Since the reporting person's last report, (a) 339,370 shares previously owned indirectly through a grantor retained annuity trust (Family Trust 32 of which the reporting person is sole trustee and income beneficiary) and 317,210 shares previously owned indirectly through a grantor retained annuity trust (Family Trust 33 of which the reporting person is sole trustee and income beneficiary) have been distributed back to the reporting person and (b) 500,000 shares previously directly owned have been contributed to a grantor retained annuity trust (Family Trust 35 of which the reporting person is sole trustee and income beneficiary). |
2. Since the reporting person's last report, the annuity period of Family Trust 31 (a grantor retained annuity trust of which the reporting person is sole trustee and income beneficiary) has expired and a liquidation distribution of the remaining 203,470 shares held by Family Trust 31 were gifted to a separate gift trust of which the reporting person is neither a trustee or an income beneficiary. |
3. Since the reporting person's last report, (a) 339,370 shares previously owned indirectly through a grantor retained annuity trust of which the reporting person is sole trustee and income beneficiary (Family Trust 32) have been distributed back to the reporting person and (b) the annuity period of Family Trust 32 has expired and a liquidation distribution of the remaining 157,820 shares held by Family Trust 32 were gifted to a separate gift trust of which the reporting person is neither a trustee or an income beneficiary. |
4. Since the reporting person's last report, 317,210 shares previously owned indirectly through a grantor retained annuity trust (Family Trust 33) of which the reporting person is sole trustee and income beneficiary have been distributed back to the reporting person. |
5. Since the reporting person's last report, 500,000 shares previously directly owned have been contributed to a grantor retained annuity trust (Family Trust 35) of which the reporting person is sole trustee and income beneficiary). |
Remarks: |
Please note that this report does not reflect any open market transactions. |
/s/ Elizabeth A. Nemeth, Attorney-in-Fact | 02/11/2009 | |
** 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. |