0000821127-21-000177.txt : 20210706 0000821127-21-000177.hdr.sgml : 20210706 20210706183921 ACCESSION NUMBER: 0000821127-21-000177 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: Brown James Cannon CENTRAL INDEX KEY: 0001772542 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35070 FILM NUMBER: 211075638 MAIL ADDRESS: STREET 1: BOSTON PRIVATE FINANCIAL HOLDINGS, INC. 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_162561114583633.xml FORM 4 X0306 4 2021-07-01 1 0000821127 BOSTON PRIVATE FINANCIAL HOLDINGS INC BPFH 0001772542 Brown James Cannon BOSTON PRIVATE FINANCIAL HOLDINGS, INC. TEN POST OFFICE SQUARE BOSTON MA 02109 0 1 0 0 EVP Common Stock 2021-07-01 4 D 0 65876.546 0 D 0 D Restricted Stock Units 2021-07-01 4 D 0 2106 0 D Common Stock 2106.0 0 D Restricted Stock Units 2021-07-01 4 D 0 25634 0 D Common Stock 25634.0 0 D Restricted Stock Units 2021-07-01 4 D 0 7035 0 D Common Stock 7035.0 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 18953 0 D Common Stock 18953.0 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 Stock Option (Right to Buy) 11.08 2021-07-01 4 D 0 22727 0 D 2029-05-15 Common Stock 22727.0 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 925 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 the 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 effective time of Merger. These performance-based restricted stock units were converted into restricted stock units in respect of an aggregate of 1,346 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 1,209 shares of SVB common stock for $231.58 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 604 shares of SVB common stock for $416.55 per share. /s/ Colleen A. Graham, attorney-in-fact for Mr. Brown 2021-07-06