BXP, Inc. — Director's Dealing 2015

Jun 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOSTON PROPERTIES INC (BXP)
CIK: 0001037540
Period of Report: 2015-06-01

Reporting Person: LABELLE MICHAEL E (SVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-01	Common Stock, par value $0.01	M	5538	$87.70	Acquired	11105	Direct
2015-06-01	Common Stock, par value $0.01	S	5538	$131.5162	Disposed	5567	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-06-01	Employee Stock Option (right to buy)	$87.70	M	5538	Disposed	2021-01-28	Common Stock (5538)	Direct

Footnotes

F1: In (1) 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 and (2) 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 these special dividends, the Issuer's Board of Directors adjusted all options that were awarded, but not exercised, prior to the ex-dividend date for each special dividend to account for the effect of each 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 each special dividend.

F2: Pursuant to the adjustments described in Footnote 1, the number of shares underlying Mr. LaBelle's options increased by (1) 115 from 5,239 to 5,354 in January 2014 and (2) 184 from 5,354 to 5,538 in January 2015 and the per share exercise price was correspondingly decreased.

F3: The options vested in four equal annual installments beginning on January 15, 2012.