BXP, Inc. — Director's Dealing 2011

Feb 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOSTON PROPERTIES INC (BXP)
CIK: 0001037540
Period of Report: 2011-01-28

Reporting Person: LABELLE MICHAEL E (SVP and CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-28	Employee Stock Option (right to buy)	$92.71	A	5239	Acquired	2021-01-28	Common Stock (5239)	Direct
2011-01-28	LTIP Units	$	A	4182	Acquired		Common Stock (4182)	Direct

Footnotes

F1: The option vests in four equal annual installments beginning on January 15, 2012.

F2: Represents units of limited partnership interest in Boston Properties Limited Partnership (BPLP), of which the Issuer is the general partner, issued as long term incentive compensation pursuant to the Issuer's equity based compensatory programs. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each LTIP Unit may be converted, at the election of the holder, into a common unit of limited partnership interest in BPLP (Common OP Unit). Each Common OP Unit acquired upon conversion of an LTIP Unit may be presented for redemption, at the election of the holder, for cash equal to the then fair market value of a share of the Issuer's Common Stock, except that the Issuer may, at its election as directed by BPLP, acquire each Common OP Unit so presented for one share of Common Stock.

F3: The 4,182 LTIP Units vest in four equal annual installments beginning on January 15, 2012.