BXP, Inc. — Director's Dealing 2011

Aug 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOSTON PROPERTIES INC (BXP)
CIK: 0001037540
Period of Report: 2011-08-14

Reporting Person: FLASHMAN ARTHUR (Vice President - Controller)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-08-14	LTIP Units	$	M	3266	Disposed		Common Stock (3266)	Direct
2011-08-14	Common OP Units	$	M	3266	Acquired		Common Stock (3266)	Direct

Footnotes

F1: Represents units of limited partnership interest in Boston Properties Limited Partnership (BPLP), of which the Issuer is the sole 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 may be redeemed, at the election of the holder, for cash equal to the 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 redemption for one share of Common Stock.

F2: 3,266 of the Reporting Person's LTIP Units were converted into Common OP Units by the Reporting Person.