BXP, Inc. — Director's Dealing 2014

Dec 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOSTON PROPERTIES INC (BXP)
CIK: 0001037540
Period of Report: 2014-12-02

Reporting Person: JOHNSTON PETER D (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-02	Common Stock, par value $.01	M	4335	$90.71	Acquired	29172.4744	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-02	Employee Stock Option (right to buy)	$90.71	M	4335	Disposed	2021-01-28	Common Stock (4335)	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, 2013. 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. Pursuant to this adjustment, the number of shares underlying the Reporting Person's options increased by 125 from 5,656 to 5,781 and the per share exercise price was correspondingly decreased.

F2: Includes 99.8964 shares which the Reporting Person acquired in July 2014 pursuant to the Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan.

F3: The option vests in four equal annual installments beginning on January 15, 2012.