Edgar Filing: THOMPSON MARK D

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

THOMPSON MARK D

2. Issuer Name and Ticker or Trading Symbol
BOSTON PRIVATE FINANCIAL HOLDINGS INC [BPFH]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
CEO - BPFH Private Banking

(Last)

(First)

(Middle)

TEN POST OFFICE SQUARE

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2011

(Street)

BOSTON, MA 02109

4. If Amendment, Date Original Filed(Month/Day/Year)
05/17/2011

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/13/2011		A		93,458 ⁽¹⁾	A	$ 6.42	233,823	D
Common Stock	05/13/2011		A		93,458 ⁽³⁾	A	$ 6.42	329,981 ⁽⁴⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Performance Shares

$ 0

05/13/2011

93,458

⁽²⁾

Common Stock

93,458

$ 6.42

93,458

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
THOMPSON MARK D TEN POST OFFICE SQUARE BOSTON, MA 02109			CEO - BPFH Private Banking

Signatures

/s/ Margaret W. Chambers, attorney-in-fact for Mr. Thompson		05/25/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Restricted shares vest in three equal installments on the third, fourth and fifth anniversaries of the Effective Date (March 31, 2011), respectively, subject to Mr. Thompson's continued employment with the Company through each such vesting date, provided that Mr. Thompson purchase an equal number of shares of the Company's common stock between the Effective Date and the third anniversary of the Effective Date and hold such purchased shares through each vesting date.
(2)	Performance shares vest at the conclusion of and based on the Company's performance over the three-year period commencing on January 1, 2011 and ending on December 31, 2013.
(3)	Restricted shares vest in equal annual installments on each of the first five anniversaries of the effective date of the Thompson Employment Agreement (March 29, 2011), subject to Mr. Thompson's continued employment with the Company through each such vesting date.
(4)	Balance adjusted. Original filing incorrectly listed additional 93,458 shares as beneficially owned. These were in fact performance shares, and are detailed in Table II.

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