BXP, Inc. — Director's Dealing 2019

Dec 6, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOSTON PROPERTIES INC (BXP)
CIK: 0001037540
Period of Report: 2019-12-04

Reporting Person: RITCHEY RAYMOND A (Senior EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-04	Common Stock, par value $0.01	M	24739	$86.86	Acquired	24739	Direct
2019-12-04	Common Stock, par value $0.01	M	31068	$100.77	Acquired	55807	Direct
2019-12-04	Common Stock, par value $0.01	S	55807	$138.37	Disposed	0	Direct
2019-12-05	Common Stock, par value $0.01	M	1052	$100.77	Acquired	1052	Direct
2019-12-05	Common Stock, par value $0.01	M	39943	$98.46	Acquired	40995	Direct
2019-12-05	Common Stock, par value $0.01	S	40995	$138.35	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-04	Employee Stock Option (right to buy)	$86.86	M	24739	Disposed	2021-01-28	Common Stock, par value $0.01 (24739.0)	Direct
2019-12-04	Employee Stock Option (right to buy)	$100.77	M	31068	Disposed	2022-02-03	Common Stock, par value $0.01 (31068.0)	Direct
2019-12-05	Employee Stock Option (right to buy)	$100.77	M	1052	Disposed	2022-02-03	Common Stock, par value $0.01 (1052.0)	Direct
2019-12-05	Employee Stock Option (right to buy)	$98.46	M	39943	Disposed	2023-02-01	Common Stock, par value $0.01 (39943.0)	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, (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 and (3) 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 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. Ritchey's options increased by (1) 512 from 23,175 to 23,687 in January 2014, (2) 814 from 23,687 to 24,501 in January 2015 and (3) 238 from 24,501 to 24,739 in January 2016 and the per share exercise price was correspondingly decreased.

F3: Pursuant to the adjustments described in Footnote 1, the number of shares underlying Mr. Ritchey's options increased by (1) 665 from 30,088 to 30,753 in January 2014, (2) 1,058 from 30,753 to 31,811 in January 2015 and (3) 309 from 31,811 to 32,120 in January 2016 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 $138 to $138.75, 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: Pursuant to the adjustments described in Footnote 1, the number of shares underlying Mr. Ritchey's options increased by (1) 827 from 37,416 to 38,243 in January 2014, (2) 1,315 from 38,243 to 39,558 in January 2015 and (3) 385 from 39,558 to 39,943 in January 2016 and the per share exercise price was correspondingly decreased.

F6: Represents the weighted average sale price. These shares were sold in multiple transactions at sale prices ranging from $138 to $138.63, 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.

F7: The option vested in four equal annual installments beginning on January 15, 2012.

F8: The option vested in four equal annual installments beginning on January 15, 2013.

F9: The option vested in four equal annual installments beginning on January 15, 2014.