FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/10/2009 |
3. Issuer Name and Ticker or Trading Symbol
BOEING CO [ BA ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 7,064 | D | |
Common Stock | 5,969.12 | I | Career Shares |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Boeing Stock Units(1) | (2) | (2) | Common Stock | 1,297.55 | (3) | D | |
Performance Shares | (4) | 02/28/2010 | Common Stock | 1,301.95 | (5) | D | |
Stock Option (Right to Buy) | (6) | 02/27/2016 | Common Stock | 10,800 | $74.445 | D | |
Stock Option (Right to Buy) | (7) | 02/25/2018 | Common Stock | 10,100 | $83.93 | D | |
Stock Option (Right to Buy) | (8) | 02/26/2017 | Common Stock | 8,700 | $89.645 | D | |
Deferred Compensation Units | (9) | (9) | Common Stock | 3,009.65 | (10) | I | Deferred Compensation Stock Program |
Explanation of Responses: |
1. Boeing Stock Units (BSUs) are phantom stock units allocated to the reporting person's Boeing Stock Unit account under the Incentive Compensation Plan. |
2. BSUs vest and are payable in cash or stock three years after the award is granted; these BSUs will vest on March 10, 2009. |
3. BSUs convert into common stock on a 1-for-1 basis if settled in stock. |
4. 2005 Performance Shares vest in the following installments when the average daily closing price of Boeing stock reaches, for a specified period, the following dollar levels: 15% at $74.49, 30% at $79.82, 45% at $85.14, 60% at $90.46, 75% at $95.78, 90% at $101.10, 100% at $106.42, 110% at $111.74, 120% at $117.06, and 125% at $119.72. |
5. Performance shares convert into common stock on a 1-for-1 basis on vesting. |
6. The options vest over a period of three years from the date of grant (February 27, 2006), with 34% vesting after the first year, on February 27, 2007, 33% vesting after the second year, on February 27, 2008, and 33% vesting after the third year, on February 27, 2009. |
7. The options vest over a period of three years from the date of grant (February 25, 2008), with 34% vesting after the first year, on February 25, 2009, 33% vesting after the second year, on February 25, 2010, and 33% vesting after the third year, on February 25, 2011. |
8. The options vest over a period of three years from the date of grant (February 26, 2007), with 34% vesting after the first year, on February 26, 2008, 33% vesting after the second year, on February 26, 2009, and 33% vesting after the third year, on February 26, 2010. |
9. Phantom stock units acquired by reporting person pursuant to the Company's Deferred Compensation Plan. Units are payable in stock or cash at the election of the holder, except that (i) company matching deferred stock units are payable only in stock and are forfeited upon termination for any reason other than retirement, death, disability or layoff and (ii) units acquired upon deferral of certain performance shares are payable only in stock. |
10. Phantom stock units are convertible into common stock on a 1-for-1 basis. |
Remarks: |
pasterickpoa.TXT |
/s/ Elizabeth A. Nemeth, Attorney-in-Fact | 02/17/2009 | |
** 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 5 (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. |