BXP, Inc. — Director's Dealing 2012

Feb 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOSTON PROPERTIES INC (BXP)
CIK: 0001037540
Period of Report: 2012-02-03

Reporting Person: BURT FRANK D (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-06	Common Stock, par value $.01	S	1796	$107.122	Disposed	4711	Direct
2012-02-06	Common Stock, par value $.01	S	404	$107.13	Disposed	4307	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-03	LTIP Units	$	A	1998	Acquired		Common Stock (1998)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01	2100	Indirect
Common Stock, par value $.01	1500	Indirect

Footnotes

F1: 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, acquire each Common OP Unit so presented for one share of Common Stock.

F2: The 1,998 LTIP Units vest in four equal annual installments beginning on January 15, 2013.