BXP, Inc. — Director's Dealing 2012

Feb 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOSTON PROPERTIES INC (BXP)
CIK: 0001037540
Period of Report: 2012-02-17

Reporting Person: SELSAM ROBERT E (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-17	Common Stock, par value $.01	C	12555	—	Acquired	33628.2919	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-17	LTIP Units	$	C	12555	Disposed		Common Stock (12555)	Direct

Holdings (Non-Derivative)

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

Footnotes

F1: 12,555 of the Reporting Person's units of limited partnership interest in Boston Properties Limited Partnership (BPLP), of which the Issuer is the sole general partner, were converted into common units of limited partnership interest (Common OP Units) in BPLP by the Reporting Person and the Common OP Units were immediately redeemed for an equal number of shares of Common Stock of the Issuer in accordance with BPLP's Partnership Agreement.

F2: Includes 21.0047 shares which the Reporting Person acquired in August 2011 and November 2011 pursuant to the Boston Properties, Inc. Dividend Reinvestment and Stock Purchase Plan.

F3: Represents units of limited partnership interest in BPLP 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 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, acquire each Common OP Unit so presented for redemption for one share of Common Stock.