BXP, Inc. — Director's Dealing 2011

Feb 10, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOSTON PROPERTIES INC (BXP)
CIK: 0001037540
Period of Report: 2011-02-10

Reporting Person: TURCHIN MARTIN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-10	Common Stock, par value $.01	M	3000	$34.14	Acquired	6284	Direct
2011-02-10	Common Stock, par value $.01	S	458	$95.4245	Disposed	5826	Direct
2011-02-10	Common Stock, par value $.01	S	2542	$95.3877	Disposed	3284	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-10	Employee Stock Option (right to buy)	$34.14	M	3000	Disposed	2012-05-08	Common Stock (3000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01	500	Indirect
Common Stock, par value $.01	500	Indirect

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.Turchin's options increased (1) by 180 from 5,000 to 5,180 in September 2005, (2) by 260 from 5,180 to 5,440 in December 2006, and (3) by 339 from 5,440 to 5,779 in December 2007 and the per share exercise price was correspondingly decreased.

F3: The option vested in two equal annual installments beginning on May 8, 2003.