BXP, Inc. — Director's Dealing 2012

Jan 18, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOSTON PROPERTIES INC (BXP)
CIK: 0001037540
Period of Report: 2012-01-15

Reporting Person: RITCHEY RAYMOND A (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-06	Common Stock, par value $0.01	G	29718	—	Disposed	36686	Direct
2011-12-06	Common Stock, par value $0.01	G	29718	—	Acquired	29718	Indirect
2012-01-15	Common Stock, par value $0.01	F	4670	$97.49	Disposed	32016	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-06	Common OP Units	$	G	32000	Disposed		Common Stock (32000)	Direct
2011-12-06	Common OP Units	$	G	32000	Acquired		Common Stock (32000)	Indirect
2011-12-06	Common OP Units	$	G	35244	Disposed		Common Stock (35244)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common OP Units	$		Common Stock (78610)	78610	Indirect
Common OP Units	$		Common Stock (89493)	89493	Indirect

Footnotes

F1: The reporting person transferred these shares of Common Stock and Common OP Units (as defined in footnote 4) to Langley Lane LP, a limited partnership of which the reporting person and his wife are the sole limited partners and Langley Lane LLC is the sole general partner. The reporting person is the sole manager and the Anne Losse Ritchey 2011 Marital Trust, of which the reporting person's wife is the sole beneficiary and sole trustee, is the sole member of Langley Lane LLC.

F2: Includes 18,317 shares of Common Stock previously owned indirectly by Ritchey, LLC which were transferred to the reporting person on December 6, 2011. The reporting person is the sole member and manager of the Ritchey, LLC, which is owned by a grantor retained annuity trust of which the Reporting Person is the sole trustee and beneficiary.

F3: Shares withheld to satisfy the reporting person's tax obligation in connection with the vesting of restricted common stock.

F4: Represents common units of limited partnership interest (Common OP Units) in Boston Properties Limited Partnership (BPLP), of which the Issuer is the sole general partner. 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.

F5: Reflects the transfer of 18,317 Common OP Units previously owned directly by the reporting person to Ritchey, LLC on December 6, 2011. 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.

F6: Reflects the distribution of 10,507 Common OP Units previously owned indirectly by RAR Ritchey, LLC to the reporting person as part of an annual annuity payment on December 10, 2011. The reporting person is the sole member and manager of RAR Ritchey, LLC, which is owned by a grantor retained annuity trust of which the reporting person is the sole trustee and beneficiary.

F7: Represents a gift of 99% of the membership interests in RAR/BP LLC to Langley Lane LP. The ownership structure of Langley Lane LP is described in footnote 1. The reporting person is continuing to report the full number of Common OP Units owned by RAR/BP LLC as indirectly owned following the gift. 356 Common OP Units previously reported as held indirectly by the reporting person's wife represent his wife's interest in RAR/BP LLC and are included in this total.