BXP, Inc. — Director's Dealing 2017

Feb 14, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOSTON PROPERTIES INC (BXP)
CIK: 0001037540
Period of Report: 2017-02-13

Reporting Person: PESTER ROBERT E (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-13	Common Stock, par value $0.01	M	1990	$100.77	Acquired	43846.9679	Direct
2017-02-13	Common Stock, par value $0.01	M	4698	$98.46	Acquired	48544.9679	Direct
2017-02-13	Common Stock, par value $0.01	S	6688	$134.3327	Disposed	41856.9679	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-13	Employee Stock Option (right to buy)	$100.77	M	1990	Disposed	2022-02-03	Common Stock, par value $0.01 (1990.0)	Direct
2017-02-13	Employee Stock Option (right to buy)	$98.46	M	4698	Disposed	2023-02-01	Common Stock, par value $0.01 (4698.0)	Direct

Footnotes

F1: In January 2016, the Issuer paid a special dividend of $1.25 per share of Common Stock to all stockholders of record as of the close of business on December 31, 2015. 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 Mr. Pester's options increased by 19 from 1,971 to 1,990 and the per share exercise price was correspondingly decreased.

F3: Pursuant to the adjustment described in Footnote 1, the number of shares underlying Mr. Pester's options increased by 45 from 4,653 to 4,698 and the per share exercise price was correspondingly decreased.

F4: Represents the weighted average sale price. These shares were sold in multiple transactions at sale prices ranging from $134.29 to $134.44, 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.

F5: The option vested in four equal annual installments beginning on January 15, 2013.

F6: The option vested in four equal annual installments beginning on January 15, 2014.