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BOEING CO Director's Dealing 2007

May 10, 2007

14815_dirs_2007-05-10_b2285d1e-80c0-419e-a626-1557cb18ca90.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2007-05-04

Reporting Person: Denson-Low Wanda K (Sr. V.P., Internal Governance)

Holdings (Non-Derivative)

Security Shares Ownership
Common 2618 Direct
Common 743.84 Indirect
Common 7135.36 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
2005 Performance Shares $ 2010-02-28 Common (5637.34) Direct
Boeing Stock Units $ Common (3175.20) Direct
Stock Option (Right to Buy) $74.4450 2016-02-27 Common (10800.00) Direct
Stock Option (Right to Buy) $89.6450 2017-02-26 Common (8700.00) Direct

Footnotes

F1: 2005 Performance Shares vest in the following installments when the average daily closing price of Boeing stock reaches, for a specified period, the following dollar levels: 15% at $74.49, 30% at $79.82, 45% at $85.14, 60% at $90.46, 75% at $95.78, 90% at $101.10, 100% at $106.42, 110% at $111.74, 120% at $117.06, and 125% at $119.72. To date, the 2005 Performance Shares have vested at the 15%, 30%, 45% and 60% levels and the 75%, 90%, 100%, 110%, 120% and 125% levels remain unvested.

F2: Performance shares convert into common stock on a 1-for-1 basis on vesting.

F3: Boeing Stock Units (BSUs) are phantom stock units allocated to the reporting person's Boeing Stock Unit account under the Incentive Compensation Plan.

F4: Of the aggregate, 1735.43 BSUs will vest on March 11, 2008 and 1439.77 BSUs will vest on March 10, 2009.

F5: BSUs vest and are payable in cash or stock three years after the award is granted.

F6: BSUs convert into common stock on a 1-for-1 basis if settled in stock.

F7: The options vest over a period of three years from the date of grant (February 27, 2006), with 34% vesting after the first year, on February 27, 2007, 33% vesting after the second year, on February 27, 2008, and 33% vesting after the third year, on February 27, 2009.

F8: The options vest over a period of three years from the date of grant (February 26, 2007), with 34% vesting after the first year, on February 26, 2008, 33% vesting after the second year, on February 26, 2009, and 33% vesting after the third year, on February 26, 2010.