BXP, Inc. — Director's Dealing 2014

May 16, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOSTON PROPERTIES INC (BXP)
CIK: 0001037540
Period of Report: 2014-05-15

Reporting Person: PESTER ROBERT E (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-15	Common Stock, par value $.01	M	4675	$90.71	Acquired	37474.9679	Direct
2014-05-15	Common Stock, par value $.01	M	3811	$105.25	Acquired	41285.9679	Direct
2014-05-15	Common Stock, par value $.01	M	2248	$102.83	Acquired	43533.9679	Direct
2014-05-15	Common Stock, par value $.01	S	10734	$118.48	Disposed	32799.9679	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-15	Employee Stock Option (right to buy)	$90.71	M	4675	Acquired	2021-01-28	Common Stock (4675)	Direct
2015-05-15	Employee Stock Option (right to buy)	$105.25	M	3811	Acquired	2022-02-03	Common Stock (3811)	Direct
2015-05-15	Employee Stock Option (right to buy)	$102.83	M	2248	Acquired	2023-02-01	Common Stock (2248)	Direct

Footnotes

F1: In January 2014, the Issuer paid a special dividend of $2.25 per share of Common Stock to all stockholders of record as of the close of business on December 31, 2014. In connection with this special dividend, the Issuer's Board of Directors adjusted all options that were awarded, but not exercised, prior to the ex-dividend date for the special dividend to account for the effect of the special dividend. The number of shares subject to each such option was increased and the exercise price correspondingly decreased such that each option had the same fair value to the holder before and after giving effect to the payment of the special dividend.

F2: Pursuant to the adjustment described in Footnote 1, the number of shares underlying the Reporting Person's options increased by 134 from 6,100 to 6,234 and the per share exercise price was correspondingly decreased.

F3: Pursuant to the adjustment described in Footnote 1, the number of shares underlying the Reporting Person's options increased by 164 from 7,458 to 7,622 and the per share exercise price was correspondingly decreased.

F4: Pursuant to the adjustment described in Footnote 1, the number of shares underlying the Reporting Person's options increased by 194 from 8,801 to 8,995 and the per share exercise price was correspondingly decreased.

F5: The options vests in four equal annual installments beginning on January 15, 2012.

F6: The options vests in four equal annual installments beginning on January 15, 2013.

F7: The options vests in four equal annual installments beginning on January 15, 2014.