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: SELSAM ROBERT E (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-31	Common Stock, par value $.01	M	30000	$32.62	Acquired	51030.4279	Direct
2011-01-31	Common Stock, par value $.01	S	30000	$94.3023	Disposed	21030.4279	Direct

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	4854	Acquired	2021-01-28	Common Stock (4854)	Direct
2011-01-28	LTIP Units	$	A	3874	Acquired		Common Stock (3874)	Direct
2011-01-31	Employee Stock Option (right to buy)	$32.62	M	30000	Disposed	2012-01-17	Common Stock (30000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01	800	Indirect

Footnotes

F1: Represents the weighted average sale price. These shares were sold in multiple transactions at sale prices ranging from $94.19 to $94.38, 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.

F2: The options are fully vested upon grant as a result of the Reporting Person's attainment of age 62 with over 20 years of service with the Issuer.

F3: 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.

F4: The 3,874 LTIP Units are fully vested upon grant as a result of the Reporting Person's attainment of age 62 with over 20 years of service with the Issuer.

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