SEC FORM 3

SEC Form 3

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^*

THOMPSON MARK D

(Last)

(First)

(Middle)

TEN POST OFFICE SQUARE

(Street)

BOSTON

02109

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/09/2010

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

4. 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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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	138,930	D⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Stock Option	01/18/2002⁽²⁾	01/18/2011	Common Stock	15,000	$18.72	D
Employee Stock Option	01/17/2003⁽³⁾	01/17/2012	Common Stock	12,000	$22.26	D
Employee Stock Option	02/14/2004⁽⁴⁾	02/14/2013	Common Stock	11,000	$16.72	D
Employee Stock Option	04/30/2004⁽⁵⁾	04/30/2013	Common Stock	15,000	$18.79	D
Employee Stock Option	02/27/2005⁽⁶⁾	02/27/2014	Common Stock	15,000	$27.16	D
Employee Stock Option	02/11/2006⁽⁷⁾	02/11/2015	Common Stock	15,000	$27.06	D
Employee Stock Option	02/17/2007⁽⁸⁾	02/17/2016	Common Stock	15,000	$29.74	D
Employee Stock Option	02/15/2009⁽⁹⁾	02/15/2018	Common Stock	24,290	$20.37	D
Employee Stock Option	08/15/2009⁽¹⁰⁾	08/15/2018	Common Stock	7,500	$9.03	D
Employee Stock Option	02/15/2010⁽¹¹⁾	02/15/2017	Common Stock	20,000	$29.84	D

Explanation of Responses:

1. Includes 103,414 shares of restricted stock.

2. Options vested in three equal installments and where fully vested as of January 18, 2004.

3. Options vested equally over three period. Options fully vested as of January 17, 2006.

4. Options vested in three equally installments. Options fully vested as of February 14, 2003.

5. Options vested in three equal installments. Options fully vested as of April 30, 2007.

6. Options vested in three equal installments. Options fully vested as of February 27, 2007.

7. Options vested in three equal installments. Options fully vested as of February 11, 2008.

8. Options vested in three equal installments. Options fully vested as of February 17, 2009.

9. Options vest evenly over three years, beginning on February 15, 2009.

10. Options vest in three equal installments beginning on August 15, 2009.

11. Options vested in three equal installments. Options fully vested as of February 15, 2010.

	/s/ Margaret W. Chambers, attorney-in-fact for Mr. Thompson	09/30/2010
	** 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.
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