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BXP, Inc. Director's Dealing 2015

Jan 26, 2015

30463_dirs_2015-01-26_c38ea8f2-0ea7-4097-9034-ef7f376b03c3.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOSTON PROPERTIES INC (BXP)
CIK: 0001037540
Period of Report: 2015-01-23

Reporting Person: PATRICOF ALAN J (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-01-23 Common Stock, par value $.01 C 7003 Acquired 7418 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-01-23 LTIP Units $ C 7003 Disposed Common Stock (7003) Direct
2015-01-23 Common OP Units $ C 7003 Acquired Common Stock (7003) Direct
2015-01-23 Common OP Units $ C 7003 Disposed Common Stock (7003) Direct

Footnotes

F1: 7,003 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 into 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: Represents units of limited partnership interest in BPLP issued 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.

F3: 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.