4//SEC Filing
DeChellis Anthony 4
Accession 0000821127-21-000174
CIK 0000821127other
Filed
Jul 5, 8:00 PM ET
Accepted
Jul 6, 6:37 PM ET
Size
27.7 KB
Accession
0000821127-21-000174
Insider Transaction Report
Form 4
DeChellis Anthony
DirectorCEO and President
Transactions
- Disposition to Issuer
Stock Option
2021-07-01−125,628→ 0 totalExercise: $12.70Exp: 2028-11-26→ Common Stock (125,628 underlying) - Disposition to Issuer
Restricted Stock Units
2021-07-01−6,619→ 0 total→ Common Stock (6,619 underlying) - Disposition to Issuer
Restricted Stock Units
2021-07-01−29,528→ 0 total→ Common Stock (29,528 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2021-07-01−153,846→ 0 totalExercise: $6.16Exp: 2030-05-15→ Common Stock (153,846 underlying) - Disposition to Issuer
Common Stock
2021-07-01−300,365.672→ 0 total - Disposition to Issuer
Restricted Stock Units
2021-07-01−23,810→ 0 total→ Common Stock (23,810 underlying) - Disposition to Issuer
Performance Restricted Stock Units
2021-07-01−59,567→ 0 total→ Common Stock (59,567 underlying) - Disposition to Issuer
Performance Restricted Stock Units
2021-07-01−107,143→ 0 total→ Common Stock (107,143 underlying) - Disposition to Issuer
Stock Option
2021-07-01−391,850→ 0 totalExercise: $12.70Exp: 2028-11-26→ Common Stock (391,850 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2021-07-01−71,429→ 0 totalExercise: $11.08Exp: 2029-05-15→ Common Stock (71,429 underlying)
Footnotes (7)
- [F1]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.
- [F2]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 1,594 shares of SVB common stock.
- [F3]Each performance-based restricted stock unit represents a contingent right to receive one share of the 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 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 Issuer immediately prior to the effective time of the Merger. These performance-based restricted stock units were converted into restricted stock units in respect of an aggregate of 4,434 shares of SVB common stock.
- [F4]Pursuant to the Merger Agreement, this option was cancelled at the effective time of the Merger for no consideration or payment.
- [F5]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 3,341 shares of SVB common stock for $477.45 per share.
- [F6]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 1,900 shares of SVB common stock for $416.55 per share.
- [F7]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 4,092 shares of SVB common stock for $231.58 per share.
Documents
Issuer
BOSTON PRIVATE FINANCIAL HOLDINGS INC
CIK 0000821127
Entity typeother
Related Parties
1- filerCIK 0001760351
Filing Metadata
- Form type
- 4
- Filed
- Jul 5, 8:00 PM ET
- Accepted
- Jul 6, 6:37 PM ET
- Size
- 27.7 KB