BXP, Inc. — Director's Dealing 2012

Nov 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOSTON PROPERTIES INC (BXP)
CIK: 0001037540
Period of Report: 2012-11-26

Reporting Person: RITCHEY RAYMOND A (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-26	Common Stock, par value $.01	C	19881	—	Acquired	42491	Direct
2012-11-26	Common Stock, par value $.01	C	4901	—	Acquired	47392	Direct
2012-11-26	Common Stock, par value $.01	C	32000	—	Acquired	61718	Indirect
2012-11-26	Common Stock, par value $.01	C	60293	—	Acquired	60293	Indirect
2012-11-27	Common Stock, par value $.01	S	17484	$101.453	Disposed	29908	Direct
2012-11-27	Common Stock, par value $.01	S	7298	$102.6638	Disposed	22610	Direct
2012-11-27	Common Stock, par value $.01	S	22577	$101.453	Disposed	39141	Indirect
2012-11-27	Common Stock, par value $.01	S	9423	$102.6638	Disposed	29718	Indirect
2012-11-27	Common Stock, par value $.01	S	42539	$101.453	Disposed	17754	Indirect
2012-11-27	Common Stock, par value $.01	S	17754	$102.6638	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-26	LTIP Units	$	C	19881	Disposed		Common OP Units (19881)	Direct
2012-11-26	Common OP Units	$	C	19881	Acquired		Common Stock (19881)	Direct
2012-11-26	Common OP Units	$	C	19881	Disposed		Common Stock (19881)	Direct
2012-11-26	Common OP Units	$	C	4901	Disposed		Common Stock (4901)	Direct
2012-11-26	Common OP Units	$	C	32000	Disposed		Common Stock (32000)	Indirect
2012-11-26	Common OP Units	$	C	60293	Disposed		Common Stock (60293)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common OP Units	$		Common Stock (35600)	35600	Indirect
Common OP Units	$		Common Stock (89493)	89493	Indirect

Footnotes

F1: 19,881 of the Reporting Person's units of limited partnership (LTIP Units) 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 the Issuer's Common Stock in accordance with BPLP's Partnership Agreement.

F2: The Reporting Person redeemed 4,901 Common OP Units in BPLP for an equal number of shares of the Issuer's Common Stock in accordance with BPLP's Partnership Agreement.

F3: Langley Lane LP redeemed 32,000 Common OP Units in BPLP for an equal number of shares of the Issuer's Common Stock in accordance with BPLP's Partnership Agreement. The Reporting Person disclaims beneficial ownership of the Issuer's Common Stock and Common OP Units in BPLP except to the extent of his pecuniary interest therein.

F4: Ritchey, LLC redeemed 60,293 Common OP Units in BPLP for an equal number of shares of the Issuer's Common Stock in accordance with BPLP's Partnership Agreement.

F5: Represents units of limited partnership interest in BPLP, issued as long term incentive compensation pursuant to the Issuer's equity based incentive 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 in BPLP. 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. LTIP Units have no expiration date.

F6: Represents Common OP Units in BPLP. Each Common OP Unit may be presented for redemption, 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, acquire each Common OP Unit so presented for redemption for one share of Common Stock. Common OP Units have no expiration date.

F7: Represents the weighted average sale price. These shares were sold in multiple transactions at sale prices ranging from $101.13 to $102.02, 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.

F8: Represents the weighted average sale price. These shares were sold in multiple transactions at sale prices ranging from $102.29 to $102.94, 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.