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BOEING CO Director's Dealing 2015

Feb 5, 2015

14815_dirs_2015-02-04_398699db-6268-4bd8-a59c-74e0f506ea8b.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: 2015-02-02

Reporting Person: Hill Shephard W (SVP, President, Boeing Int'l)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-02-02 Common Stock M 20000.0000 $83.9300 Acquired 83718.0200 Direct
2015-02-02 Common Stock M 15000.0000 $89.6450 Acquired 98718.0200 Direct
2015-02-02 Common Stock S 35000.0000 $143.5930 Disposed 63718.0200 Direct
2015-02-03 Common Stock S 4804.0200 $146.2600 Disposed 58914.0000 Direct
2015-02-03 Common Stock I 6589.6700 $0.0000 Disposed 0.0000 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-02-02 Stock Option (Right to Buy) $83.9300 M 20000.0000 Disposed 2018-02-25 Common Stock (20000.0000) Direct
2015-02-02 Stock Option (Right to Buy) $89.6450 M 15000.0000 Disposed 2017-02-26 Common Stock (15000.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 9673.6500 Indirect

Footnotes

F1: Includes adjustments for dividends accrued.

F2: The price shown is a weighted average sale price for shares sold in multiple transactions; the sale prices ranged from $143.11 to $144.05 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: Ownership in the issuer's 401(k) plan is represented by units in the issuer's common stock fund in the plan rather than shares of common stock.

F4: Represents an option grant for the purchase of 20,000 shares vesting over a period of three years from the date of grant (February 25, 2008), 34% on February 25, 2009, 33% on February 25, 2010, and 33% on February 25, 2011.

F5: Represents an option grant for the purchase of 15,000 shares vesting over a period of three years from the date of grant (February 26,2007), 34% on February 26, 2008, 33% on February 26, 2009 and 33% on February 26, 2010.