Sec Form 4/A Filing - Gaven Steven M @ BOSTON PRIVATE FINANCIAL HOLDINGS INC - 2018-05-15

FORM 4/A 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 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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1. Name and Address of Reporting Person Gaven Steven M 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) EVP, Chief Financial Officer (Last) (First) (Middle) BOSTON PRIVATE, TEN POST OFFICE SQUARE 3. Date of Earliest Transaction (MM/DD/YY) 05/15/2018 (Street) BOSTON, MA02109 4. If Amendment, Date Original Filed (MM/DD/YY) 05/17/2018 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 05/15/2018 M 840 ( 1 ) A $ 16.6 7,134 D Common Stock 05/17/2018 S 603 ( 2 ) D $ 16.734 6,531 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Performance Shares ( 3 ) 05/15/2018 M 840 ( 4 ) ( 4 ) Common Stock 1,217 ( 5 ) $ 0 0 D Restricted Stock Units ( 6 ) 05/15/2018 A 4,880 ( 6 ) ( 6 ) Common Stock 4,880 $ 0 4,880 D Performance Restricted Stock Units ( 7 ) 05/15/2018 A 7,319 ( 7 ) ( 7 ) Common Stock 7,319 $ 0 7,319 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gaven Steven M BOSTON PRIVATE TEN POST OFFICE SQUARE BOSTON, MA02109 EVP, Chief Financial Officer Signatures /s/ Margaret W. Chambers, attorney-in-fact for Mr. Gaven 05/21/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reporting of equity vesting inadvertently omitted on Form 4 submitted on 5-17-18. ( 2 )Shares sold to cover taxes relating to vesting of 5-15-15 equity grant. ( 3 )May 15, 2015 grant date common stock closing price. ( 4 )Performance Shares represent a contingent right to receive one share of the Company's common stock. Performance Shares vested based on the Company's performance for the period January 1, 2015 through December 31, 2017. ( 5 )Number represents targeted performance shares initially granted for the 2015-2017 performance period. 69% of these shares vested based upon the Company's performance during the performance period. The remaining performance shares were forfeited. ( 6 )Each Restricted Stock Unit represents a contingent right to receive one share of the Company's common stock. Restricted Stock Units vest in full on the third anniversary of the grant date. ( 7 )Each Performance Restricted Stock Unit represents a contingent right to receive one share of the Company's common stock. Performance Restricted Stock Units vest based on the Company's performance for the period January 1, 2018 through December 31, 2020.

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 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).

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