Patrick M Shanahan Form 3 BOEING / Patrick M Shanahan ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Shanahan Patrick M

(Last) (First) (Middle)

100 N. RIVERSIDE PLAZA

M/C 5003-1001

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/04/2016

3. Issuer Name and Ticker or Trading Symbol
BOEING CO [ BA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Supply Chain & Operations

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	14,936.94(1)	D
Common Stock	377.41	I	By 401(k)
Common Stock	8,218.48	I	Career Shares

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Compensation Units	(2)	(2)	Common Stock	1,479.35	0.0000(2)	D
Stock Option (Right to Buy)	(3)	02/22/2021	Common Stock	7,600	71.435	D
Stock Option (Right to Buy)	(4)	02/27/2022	Common Stock	17,229	75.395	D
Stock Option (Right to Buy)	(5)	02/25/2023	Common Stock	19,283	75.965	D

Explanation of Responses:

1. Includes 11,564.94 restricted stock units of which 7,394.27 will vest on February 24, 2017, 1,799.67 will vest on February 23, 2018 and 2,371 will vest on February 22, 2019; restricted stock units settle in shares of the Company's common stock on a one-for-one basis.

2. Each deferred compensation unit is convertible into one share of the issuer's common stock or the economic equivalent thereof. Deferred compensation units are payable in stock or cash at the election of the holder following the holder's termination of employment with the issuer, except that (i) company matching deferred stock units are payable only in stock and are forfeited upon termination for any reason other than retirement, death, disability or layoff and (ii) units acquired upon deferral of certain performance shares are payable only in stock.

3. The option was fully vested on February 22, 2014.

4. The option was fully vested on February 27, 2015.

5. The option was fully vested on February 25, 2016.

Remarks:

pmspoa.txt

	/s/ Michael F. Lohr, Attorney-in-Fact	04/12/2016
	** 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 5 (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).
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