BXP, Inc. — Director's Dealing 2019

Nov 13, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOSTON PROPERTIES INC (BXP)
CIK: 0001037540
Period of Report: 2019-11-11

Reporting Person: JOHNSTON PETER D (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-11-11	Common Stock, par value $0.01	M	1509	$86.86	Acquired	17614.8773	Direct
2019-11-11	Common Stock, par value $0.01	M	7625	$100.77	Acquired	25239.8773	Direct
2019-11-11	Common Stock, par value $0.01	M	9448	$98.46	Acquired	34687.8773	Direct
2019-11-11	Common Stock, par value $0.01	S	11600	$137.59	Disposed	23087.8773	Direct
2019-11-11	Common Stock, par value $0.01	S	6982	$138.28	Disposed	16105.8773	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-11-11	Employee Stock Option (right to buy)	$86.86	M	1509	Disposed	2021-01-28	Common Stock, par value $0.01 (1509.0)	Direct
2019-11-11	Employee Stock Option (right to buy)	$100.77	M	7625	Disposed	2022-02-03	Common Stock, par value $0.01 (7625.0)	Direct
2019-11-11	Employee Stock Option (right to buy)	$98.46	M	9448	Disposed	2023-02-01	Common Stock, par value $0.01 (9448.0)	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 aspecial 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 ofCommon 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. Johnston's options increased by (1) 49 from 1,446 to 1,495 in January 2015 and (2) 14 from 1,495 to 1,509 in January 2016 and the per share exercise price was correspondingly decreased.

F3: Includes an aggregate of 235.65047 shares which the Reporting Person acquired in July 2017, January 2018, July 2018, January 2019 and July 2019 pursuant to the Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan.

F4: Pursuant to the adjustments described in Footnote 1, the number of shares underlying Mr. Johnston's options increased by (1) 157 from 7,144 to 7,301 in January 2014, (2) 251 from 7,301 to 7,552 in January2015 and (3) 73 from 7,552 to 7,625 in January 2016 and the per share exercise price was correspondingly decreased.

F5: Pursuant to the adjustments described in Footnote 1, the number of shares underlying Mr. Johnston's options increased by (1) 195 from 8,851 to 9,046 in January 2014, (2) 311 from 9,046 to 9,357 in January2015 and (3) 91 from 9,357 to 9,448 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 $137.05 to $138.04, 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: Represents the weighted average sale price. These shares were sold in multiple transactions at sale prices ranging from $138.15 to $138.35, 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.

F8: The option vested in four equal annual installments beginning on January 15, 2012.

F9: The option vested in four equal annual installments beginning on January 15, 2013.

F10: The option vested in four equal annual installments beginning on January 15, 2014.