BXP, Inc. — Director's Dealing 2015

Mar 9, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOSTON PROPERTIES INC (BXP)
CIK: 0001037540
Period of Report: 2015-03-05

Reporting Person: PESTER ROBERT E (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-05	Common Stock, par value $.01	M	1612	$87.70	Acquired	36758.9679	Direct
2015-03-05	Common Stock, par value $.01	M	1971	$101.75	Acquired	38729.9679	Direct
2015-03-05	Common Stock, par value $.01	M	2326	$99.41	Acquired	41055.9679	Direct
2015-03-05	Common Stock, par value $.01	S	5909	$139.386	Disposed	35146.9679	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-05	Employee Stock Option (right to buy)	$87.70	M	1612	Disposed	2021-01-28	Common Stock (1612)	Direct
2015-03-05	Employee Stock Option (right to buy)	$101.75	M	1971	Disposed	2022-02-03	Common Stock (1971)	Direct
2015-03-05	Employee Stock Option (right to buy)	$99.41	M	2326	Disposed	2023-02-01	Common Stock (2326)	Direct

Footnotes

F1: In January 2015, the Issuer paid a special dividend of $4.50 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 53 from 1,559 to 1,612 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 131 from 3,811 to 3,942 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 232 from 6,747 to 6,979 and the per share exercise price was correspondingly decreased.

F5: Represents the weighted average sale price. These shares were sold in multiple transactions at sale prices ranging from $139.363 to $139.408 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.

F6: The option vests in four equal annual installments beginning on January 15, 2012.

F7: The option vests in four equal annual installments beginning on January 15, 2013.

F8: The option vests in four equal annual installments beginning on January 15, 2014.