BXP, Inc. — Director's Dealing 2011

Apr 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOSTON PROPERTIES INC (BXP)
CIK: 0001037540
Period of Report: 2011-03-31

Reporting Person: LUSTIG MATTHEW J (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-31	Phantom Stock Units	$	A	173.96	Acquired		Common Stock (173.96)	Direct

Footnotes

F1: The Phantom Stock Units convert to Common Stock on a 1-for-1 basis.

F2: The Phantom Stock Units are awarded under the Second Amendment and Restatement of the Boston Properties, Inc. 1997 Stock Option and Incentive Plan to non-employee directors who elected to receive Phantom Stock Units in lieu of director cash compensation fees. The Phantom Stock Units are to be settled in shares of Common Stock (except that fractional units, if any, will be settled in cash) upon the Reporting Person's retirement from the Boston Properties, Inc. Board of Directors.