BXP, Inc. — Director's Dealing 2011

Feb 17, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOSTON PROPERTIES INC (BXP)
CIK: 0001037540
Period of Report: 2011-02-16

Reporting Person: NORVILLE E MITCHELL (EVP, COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-16	Common Stock, par value $.01	M	40000	$32.62	Acquired	57166	Direct
2011-02-16	Common Stock, par value $.01	S	40000	$95.1238	Disposed	17166	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-16	Employee Stock Option (right to buy)	$32.62	M	40000	Disposed	2012-01-17	Common Stock (40000)	Direct

Footnotes

F1: In (1) October 2005, the issuer paid a special dividend of $2.50 per share of common stock to all stockholders of record as of the close of business on September 30, 2005; (2) January 2007, the issuer paid a special dividend of $5.40 per share of common stock to all stockholders of record as of the close of business on December 29, 2006 and (3) January 2008, the Issuer paid a special dividend of $5.98 per share of common stock to all stockholders of record as of the close of business on December 31, 2007. In connection with these special dividends, the issuer's Board of Directors adjusted all options that were awarded, but not exercised, prior to the ex-dividend date for each special dividend to account for the effect of each special dividend. The number of shares subject to each such option was increased and the exercise price correspondingly decreased such that each option had the same fair value to the holder before and after giving effect to the payment of each special dividend.

F2: Pursuant to the adjustments described in Footnote 1, the number of shares underlying Mr. Norville's options increased by 2,303 from 63,750 to 66,053 in September 2005, by 3,318 from 66,053 to 69,371 in December 2006 and by 4,328 from 69,371 to 73,699 in December 2007 and the per share exercise price was correspondingly decreased.

F3: Includes 145.3271 shares which the Reporting Person acquired in July 2010 and January 2011 pursuant to the Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan.

F4: Represents the weighted average sale price. These shares were sold in multiple transactions at sale prices ranging from $95.00 to $95.3417, inclusive. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F5: The option vested in three equal annual installments beginning on January 17, 2003.