BXP, Inc. — Director's Dealing 2014

Feb 25, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOSTON PROPERTIES INC (BXP)
CIK: 0001037540
Period of Report: 2014-02-24

Reporting Person: JOHNSTON PETER D (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-24	Common Stock, par value $.01	C	5720	—	Acquired	30457.578	Direct
2014-02-24	Common Stock, par value $.01	S	5720	$111.3477	Disposed	24737.578	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-24	LTIP Units	$	C	5720	Disposed		Common Stock (5720)	Direct
2014-02-24	Common OP Units	$	C	5720	Acquired		Common Stock (5720)	Direct
2014-02-24	Common OP Units	$	C	5720	Disposed		Common Stock (5720)	Direct

Footnotes

F1: 5,720 of the Reporting Person's units of limited partnership interest (LTIP Units) in Boston Properties Limited Partnership (BPLP), of which the Issuer is the sole general partner, were converted in 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 169.0546 shares which the Reporting Person acquired in January 2013, July 2013 and January 2014 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 $111.24 to $111.45, 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 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 Common OP Units 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.

F5: 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.