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BOEING CO Director's Dealing 2015

May 6, 2015

14815_dirs_2015-05-06_c6f0824b-5d31-43af-9fce-c92b87126be8.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2015-05-04

Reporting Person: Tracy John J (SVP, EO&T & CTO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-05-04 Common Stock M 10265.0000 $75.9650 Acquired 69739.8800 Direct
2015-05-04 Common Stock M 8689.0000 $75.3950 Acquired 78428.8800 Direct
2015-05-04 Common Stock S 18954.0000 $144.2030 Disposed 59474.8800 Direct
2015-05-05 Common Stock S 4334.0000 $142.8920 Disposed 55140.8800 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-05-04 Stock Option (Right to Buy) $75.9650 M 10265.0000 Disposed 2023-02-25 Common Stock (10265.0000) Direct
2015-05-04 Stock Option (Right to Buy) $75.3950 M 8689.0000 Disposed 2022-02-27 Common Stock (8689.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 492.7900 Indirect
Common Stock 4646.3500 Indirect

Footnotes

F1: The price shown is a weighted average sale price for shares sold in multiple transactions; the sale prices ranged from $144.19 to $144.22 per share. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

F2: The price shown is a weighted average sale price for shares sold in multiple transactions; the sale prices ranged from $142.87 to $142.91 per share. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

F3: Represents an option grant for the purchase of 31,107 shares vesting over a period of three years from the date of grant (February 25, 2013), 34% on February 25, 2014, 33% on February 25, 2015 and 33% on February 25, 2016.

F4: Represents an option grant for the purchase of 26,326 shares vesting over a period of three years from the date of grant (February 27, 2012), with 34% on February 27, 2013, 33% on February 27, 2014 and 33% on February 27, 2015.