BXP, Inc. — Director's Dealing 2012

Sep 11, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOSTON PROPERTIES INC (BXP)
CIK: 0001037540
Period of Report: 2012-09-07

Reporting Person: RITCHEY RAYMOND A (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-16	Common Stock, par value $0.01	G	23477.22	—	Disposed	29718	Indirect
2012-09-07	Common Stock, par value $0.01	F	9406	$114.37	Disposed	22610	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-16	Common OP Units	$	G	25280	Disposed		Common Stock (25280)	Indirect
2012-08-16	Common OP Units	$	G	27842.76	Disposed		Common Stock (27842.76)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common OP Units	$		Common Stock (67610)	67610	Indirect
Common OP Units	$		Common Stock (89493)	89493	Indirect
Common OP Units	$		Common Stock (158661)	158661	Direct

Footnotes

F1: Represents separate gifts of limited partnership interests in Langley Lane LP to The Raymond A. Ritchey 2012 Family Trust and The Raymond A. Ritchey 2012 Grantor Retained Annuity Trust. The gifts represent an aggregate 79% interest in Lanley Lane LP. The reporting person disclaims beneficial ownership of Issuer's Common Stock and common units of limited parnership interest (Common OP Units) in Boston Properties Limited Partnership (BPLP), of which the Issuer is the sole general partner, held by Langley Lane LP except to the extent of his pecuniary interest therein.

F2: Shares withheld to satisfy the reporting person's tax obligation in connection with the vesting of restricted common stock.

F3: Represents Common OP Units in BPLP. 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, at its election, acquire each Common OP Unit so presented for redemption for one share of Common Stock.

F4: Reflects the distribution of 11,000 Common OP Units previously owned indirectly by Ritchey, LLC to the reporting person as part of an annual annuity payment on May 7, 2012. The reporting person is the sole member and manager of Ritchey, LLC, which is owned by a grantor retained annuity trust of which the reporting person is the sole trustee and beneficiary.