BOEING CO — Director's Dealing 2017

Feb 1, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2017-01-30

Reporting Person: Sands Diana L (SVP, Internal Gov & Admin)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-04	Common Stock	G	1498.0000	$0.0000	Disposed	32954.9200	Direct
2017-01-30	Common Stock	M	11790.0000	$75.9650	Acquired	45159.0200	Direct
2017-01-30	Common Stock	M	9436.0000	$75.3950	Acquired	54595.0200	Direct
2017-01-30	Common Stock	S	4213.0000	$165.1700	Disposed	50382.0200	Direct
2017-01-30	Common Stock	S	17013.0000	$164.5800	Disposed	33369.0200	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-30	Stock Option (Right to Buy)	$75.9650	M	11790.0000	Disposed	2023-02-25	Common Stock (11790.0000)	Direct
2017-01-30	Stock Option (Right to Buy)	$75.3950	M	9436.0000	Disposed	2022-02-27	Common Stock (9436.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	481.2000	Indirect
Common Stock	2129.8900	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 $165.03 to $165.62 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: The price shown is a weighted average sale price for shares sold in multiple transactions; the sale prices ranged from $164.02 to $164.96 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.

F4: The option was fully vested on February 25, 2016.

F5: The option was fully vested on February 27, 2015.