BXP, Inc. — Director's Dealing 2016

Feb 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOSTON PROPERTIES INC (BXP)
CIK: 0001037540
Period of Report: 2016-02-08

Reporting Person: RITCHEY RAYMOND A (Senior EVP)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-10	Common OP Units	$	G	31265	Disposed		Common Stock (31265)	Indirect
2015-12-10	Common OP Units	$	G	31265	Acquired		Common Stock (31265)	Indirect
2016-02-08	LTIP Units	$	A	12895	Acquired		Common Stock (12895)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common OP Units	$		Common Stock (169305)	169305	Direct
Common OP Units	$		Common Stock (35600)	35600	Indirect

Footnotes

F1: Represents common units of limited partnership interest (Common OP Units) in Boston Properties Limited Partnership (BPLP), of which the Issuer is the sole general partner. Each Common OP Unit may be redeemed, 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.

F2: RAR Ritchey, LLC, which is owned by a grantor retained annuity trust of which the Reporting Person is the sole trustee and beneficiary, transferred these Common OP Units to The Raymond A. Ritchey 2008 Family Trust. The Reporting Person disclaims beneficial ownership in the Common OP Units held by The Raymond A. Ritchey 2008 Family Trust except to the extent of his pecuniary interest therein.

F3: Reflects the distribution of 14,228 Common OP Units previously owned by RAR Ritchey, LLC to the Reporting Person as part of an annuity payment on December 10, 2015.

F4: Represents units of limited partnership interest (LTIP Units) 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 a Common OP Unit. 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: The 12,895 LTIP Units were fully vested upon issuance as a result of the Reporting Person's attainment of age 65.