SEC Form 4
FORM 4 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(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: February 28, 2011
Estimated average burden
hours per response 0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
DELUCA NORMAN J
(Last) (First) (Middle)
FLEETBOSTON FINANCIAL CORPORATION
100 FEDERAL STREET
(Street)
BOSTON MA 02110
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FLEETBOSTON FINANCIAL CORP [ FBF ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
M.D./Bus Fin'l Svs/Gov't Bkg
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/01/2004 D 55,423 D ( 1 ) 0 D
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. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stk Units ( 2 ) ( 2 ) 04/01/2004 D 34,445 ( 2 ) ( 2 ) Common Stk 34,445 $0 0 D
Emp Stk Option ( 3 ) $18.47 04/01/2004 D 1,600 09/21/1995 09/20/2004 Common Stk 1,600 ( 4 ) 0 D
Emp Stk Option ( 3 ) $20.69 04/01/2004 D 6,000 11/30/1996 11/29/2005 Common Stk 6,000 ( 4 ) 0 D
Emp Stk Option ( 3 ) $23.1 04/01/2004 D 6,668 10/16/1997 10/15/2006 Common Stk 6,668 ( 4 ) 0 D
Emp Stk Option ( 3 ) $32.91 04/01/2004 D 16,666 10/15/1998 10/14/2007 Common Stk 16,666 ( 4 ) 0 D
Emp Stk Option ( 3 ) $39.06 04/01/2004 D 30,000 10/21/1999 10/20/2008 Common Stk 30,000 ( 4 ) 0 D
Emp Stk Option ( 3 ) $36.66 04/01/2004 D 35,000 12/21/2000 12/20/2009 Common Stk 35,000 ( 4 ) 0 D
Emp Stk Option ( 3 ) $34.75 04/01/2004 D 50,000 10/17/2001 10/16/2010 Common Stk 50,000 ( 4 ) 0 D
Emp Stk Option ( 3 ) $32.96 04/01/2004 D 75,000 10/16/2002 ( 5 ) 10/15/2011 Common Stk 75,000 ( 4 ) 0 D
Emp Stk Option ( 3 ) $21.25 04/01/2004 D 100,000 10/15/2003 ( 6 ) 10/14/2012 Common Stk 100,000 ( 4 ) 0 D
Explanation of Responses:
1. Disposed of pursuant to the merger agreement between FleetBoston Financial Corporation ("FleetBoston") and Bank of America Corporation ("Bank of America"). Each share was exchanged for .5553 of a share of Bank of America common stock having a market value of $81.47 per share on the effective date of the merger of FleetBoston with Bank of America (the "Merger").
2. These stock units, which were payable 1 to 1 in shares of FleetBoston common stock in annual installments of one third each beginning on February 17, 2005, were assumed by Bank of America in the Merger and replaced by Bank of America stock units. The number of shares subject to each new Bank of America stock unit is equal to the number of shares subject to each FleetBoston stock unit held immediately prior to the effective date of the Merger multiplied by .5553 (rounded to the nearest whole share).
3. Right to buy.
4. These options were assumed by Bank of America in the Merger and replaced by options to purchase Bank of America common stock. The number of shares subject to each new Bank of America option is equal to the number of shares subject to each FleetBoston option held immediately prior to the effective date of the Merger multiplied by .5553 (rounded to the nearest whole share), and the exercise price of each new Bank of America option is equal to the exercise price of each FleetBoston option divided by .5553 (rounded to the nearest whole cent).
5. These options, which provided for vesting in annual installments of one third each beginning on the date shown, became fully exercisable on the effective date of the Merger.
6. These options, which provided for vesting in annual installments of one fourth each beginning on the date shown, became fully exercisable on the effective date of the Merger.
Remarks:
Martha R. Francis, Attorney-in-Fact for Norman J. DeLuca 04/02/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.