FORM 5
[ ] Check this box if no longer
subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). [ ]Form 3 Holdings Reported
[ ]Form 4 Transactions Reported |
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 |
OMB APPROVAL
OMB Number: 3235-0362
Expires: January 31, 2005
Estimated average burden hours per response. . . . . 0.5 |
1. Name and Address of Reporting Person*
McDonnell, John F.
(Last) (First) (Middle)
1034 South Brentwood Blvd.
Suite 1860
(Street)
St. Louis, MO 63117-1229
(City) (State) (Zip)
|
2. Issuer Name and Ticker or Trading Symbol The Boeing Company BA
3. I.R.S. Identification
Number of Reporting Person, if an entity (voluntary) |
4. Statement for (Month/Year) December 31, 2002
5. If Amendment,
Date of Original (Month/Year) |
6. Relationship of Reporting Person(s) to Issuer
(Check all applicable) X Director
10% Owner
Officer
Other
Officer/Other
Description
7. Individual or Joint/Group
Filing (Check Applicable Line) X Individual Filing
Joint/Group Filing
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1. Title of Security (Instr. 3) |
2. Transaction Date
(Month/Day/Year) |
3. Transaction
Code (Instr. 8) |
4. Securities Acquired (A) or Disposed (D) Of (Instr. 3, 4, and 5) Amount | A/D | Price
|
5. Amount of
Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 3 and 4) |
6. Owner-
ship Form: Direct(D) or Indirect (I) (Instr. 4) |
7. Nature of
Indirect Beneficial Ownership (Instr. 4) |
Common
|
05/09/2002
|
G
|
100,000.00 | D |
|
|
D
|
|
Common
|
06/04/2002
|
G
|
34,024.00 | D |
|
|
D
|
|
Common
|
06/06/2002
|
G
|
2,258.00 | D |
|
|
D
|
|
Common
|
11/14/2002
|
G
|
619.00 | D |
|
|
D
|
|
Common
|
12/12/2002
|
G
|
20,150.00 | D |
|
|
D
|
|
Common
|
12/13/2002
|
G
|
55,380.00 | D |
|
|
D
|
|
Common
|
12/20/2002
|
G
|
1,165.00 | D |
|
77,020.00 (1) |
D
|
|
Common
|
05/09/2002
|
G
|
100,000.00 | A |
|
171,638.00 |
I
|
Family Trust 01
|
Common
|
|
|
|
166,122.44 |
I
|
Boeing 401(k) Plan
|
Common
|
|
|
|
119,558.00 |
I
|
Family Trust 02
|
Common
|
|
|
|
111,189.00 |
I
|
Family Trust 03
|
Common
|
|
|
|
227,159.00 |
I
|
Family Trust 04
|
Common
|
|
|
|
234,795.00 |
I
|
Family Trust 05
|
Common
|
|
|
|
111,189.00 |
I
|
Family Trust 06
|
Common
|
|
|
|
227,159.00 |
I
|
Family Trust 07
|
Common
|
|
|
|
234,795.00 |
I
|
Family Trust 08
|
Common
|
|
|
|
111,189.00 |
I
|
Family Trust 09
|
Common
|
|
|
|
227,159.00 |
I
|
Family Trust 10
|
Common
|
|
|
|
111,189.00 |
I
|
Family Trust 11
|
Common
|
|
|
|
220,825.00 |
I
|
Family Trust 12
|
Common
|
|
|
|
227,159.00 |
I
|
Family Trust 13
|
Common
|
|
|
|
111,189.00 |
I
|
Family Trust 14
|
Common
|
|
|
|
220,825.00 |
I
|
Family Trust 15
|
Common
|
|
|
|
227,159.00 |
I
|
Family Trust 16
|
Common
|
|
|
|
21,700.00 |
I
|
Family Trust 22
|
Common
|
|
|
|
715,515.00 |
I
|
Family Trust 24
|
Common
|
|
|
|
473,368.00 |
I
|
Family Trust 25
|
Common
|
|
|
|
230,806.00 |
I
|
Family Trust 26
|
Common
|
|
|
|
1,200,000.00 |
I
|
Family Trust 27
|
Common
|
|
|
|
700,000.00 |
I
|
Family Trust 28
|
If the form is filed by more than one reporting person, see instruction 4(b)(v).
(over)
SEC 2270 (3-99) |
McDonnell, John F. - December 31, 2002 |
Form 5 (continued) |
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. Conver-
sion or Exercise Price of Deri- vative Security |
3. Transaction
Date (Month/ Day/ Year) |
4. Transaction
Code |
5. Number of Derivative Securities Acquired (A) or Disposed (D) Of (Instr. 3,4 and 5) |
6. Date Exercisable(DE) and
Expiration Date(ED) (Month/Day/Year) (DE) | (ED)
|
7. Title and Amount of
Underlying Securities (Instr. 3 and 4) |
8. Price
of Derivative Security (Instr.5) |
9. Number of Derivative Securities Beneficially Owned at End of Year (Instr.4) |
10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I) |
11. Nature of Indirect Beneficial Ownership (Instr.4) |
Phantom Stock Units |
1 for 1 | 01/02/2002 |
A
|
(A) 423.75 |
|
Common - 423.75 |
|
|
D
|
|
Phantom Stock Units |
1 for 1 | 01/02/2002 |
A
|
(A) 105.94 |
|
Common - 105.94 |
|
4,953.45 |
D
|
|
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number. |
/s/ John F. McDonnell 01/24/2003 ** Signature of Reporting Person Date John F. McDonnell Page 2
SEC 2270 (3-99) |
McDonnell, John F. - December 31, 2002 |
Form 5 (continued) |
FOOTNOTE Descriptions for The Boeing Company BA Form 5 - December 31, 2002 John F. McDonnell
1034 South Brentwood Blvd. Suite 1860 St. Louis, MO 63117-1229 Explanation of responses: (1) The reporting person has contributed 230,806 shares to new Family Trust 26, 1,200,000 shares to new Family Trust #27 and 700,000 shares to new Family Trust #28. Family Trust #27 and #28 are grantor retained annuity trusts for which the reporting person is sole trustee and income beneficiary. For the period 1/1/02 through 12/31/02, the reporting person has had distributed back to him a total of 2,411,117 shares. Said shares had been previously owned indirectly through grantor retained annuity trusts of which the reporting person is sole trustee and income beneficiary. |
Page 3 |