SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* THOMPSON MARK D (Last) (First) (Middle) TEN POST OFFICE SQUARE (Street) BOSTON MA 02109 (City) (State) (Zip)	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
	3. Date of Earliest Transaction (Month/Day/Year) 05/13/2011
	4. If Amendment, Date of 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

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)
			Code	V	Amount	(A) or (D)	Price
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

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 Securities Underlying Derivative Security (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: 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	$0	05/13/2011		A		93,458		(2)	(2)	Common Stock	93,458	$6.42	93,458	D

Explanation of Responses:

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.

	/s/ Margaret W. Chambers, attorney-in-fact for Mr. Thompson	05/25/2011
	** 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 4 (b)(v).
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