BXP, Inc. — Director's Dealing 2012

Aug 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOSTON PROPERTIES INC (BXP)
CIK: 0001037540
Period of Report: 2012-08-28

Reporting Person: JOHNSTON PETER D (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-28	Common Stock, par value $.01	C	3722	—	Acquired	28290.5235	Direct
2012-08-28	Common Stock, par value $.01	S	3722	$110.9246	Disposed	24568.5235	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-28	LTIP Units	$	C	3722	Disposed		Common Units (3722)	Direct
2012-08-28	Common OP Units	$	C	3722	Acquired		Common Stock (3722)	Direct
2012-08-28	Common OP Units	$	C	3722	Disposed		Common Stock (3722)	Direct

Footnotes

F1: 3,722 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 the Issuer's Common Stock in accordance with BPLP's Partnership Agreement.

F2: Includes 56.1294 shares which the Reporting Person acquired in July 2012 pursuant to the Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan.

F3: Represents the weighted average sale price. These shares were sold in multiple transactions at sale prices ranging from $110.88 to $111.00, 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.

F4: 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 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 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.