0000821127-21-000171.txt : 20210706
0000821127-21-000171.hdr.sgml : 20210706
20210706183452
ACCESSION NUMBER: 0000821127-21-000171
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210701
FILED AS OF DATE: 20210706
DATE AS OF CHANGE: 20210706
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Gaven Steven M
CENTRAL INDEX KEY: 0001727373
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35070
FILM NUMBER: 211075622
BUSINESS ADDRESS:
BUSINESS PHONE: 617-646-4822
MAIL ADDRESS:
STREET 1: BOSTON PRIVATE
STREET 2: TEN POST OFFICE SQUARE
CITY: BOSTON
STATE: MA
ZIP: 02109
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: BOSTON PRIVATE FINANCIAL HOLDINGS INC
CENTRAL INDEX KEY: 0000821127
STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022]
IRS NUMBER: 042976299
STATE OF INCORPORATION: MA
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 10 POST OFFICE SQ
CITY: BOSTON
STATE: MA
ZIP: 02109
BUSINESS PHONE: 6175561900
MAIL ADDRESS:
STREET 1: 10 POST OFFICE SQUARE
CITY: BOSTON
STATE: MA
ZIP: 02109
FORMER COMPANY:
FORMER CONFORMED NAME: BOSTON PRIVATE BANCORP INC
DATE OF NAME CHANGE: 19920703
4
1
wf-form4_162561087726595.xml
FORM 4
X0306
4
2021-07-01
1
0000821127
BOSTON PRIVATE FINANCIAL HOLDINGS INC
BPFH
0001727373
Gaven Steven M
BOSTON PRIVATE
TEN POST OFFICE SQUARE
BOSTON
MA
02109
0
1
0
0
EVP, Chief Financial Officer
Common Stock
2021-07-01
4
D
0
22687
0
D
0
D
Restricted Stock Units
2021-07-01
4
D
0
7035
0
D
Common Stock
7035.0
0
D
Restricted Stock Units
2021-07-01
4
D
0
23989
0
D
Common Stock
23989.0
0
D
Restricted Stock Units
2021-07-01
4
D
0
1805
0
D
Common Stock
1805.0
0
D
Performance Restricted Stock Units
2021-07-01
4
D
0
31656
0
D
Common Stock
31656.0
0
D
Performance Restricted Stock Units
2021-07-01
4
D
0
16245
0
D
Common Stock
16245.0
0
D
Employee Stock Option
9.05
2021-07-01
4
D
0
5
0
D
2013-10-30
2022-05-15
Common Stock
5.0
0
D
Stock Option (Right to Buy)
11.08
2021-07-01
4
D
0
19481
0
D
2029-05-15
Common Stock
19481.0
0
D
Stock Option (Right to Buy)
6.16
2021-07-01
4
D
0
45455
0
D
2030-05-15
Common Stock
45455.0
0
D
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.
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.
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.
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.
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.
/s/ Colleen A. Graham, attorney-in-fact for Mr. Gaven
2021-07-06