BXP, Inc. — Director's Dealing 2020

Feb 26, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOSTON PROPERTIES INC (BXP)
CIK: 0001037540
Period of Report: 2020-02-25

Reporting Person: LABELLE MICHAEL E (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-25	Common Stock, par value $0.01	M	7749	$100.77	Acquired	19891	Direct
2020-02-25	Common Stock, par value $0.01	M	8588	$98.46	Acquired	28479	Direct
2020-02-25	Common Stock, par value $0.01	S	16337	$137.3264	Disposed	12142	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-25	Employee Stock Option (right to buy)	$100.77	M	7749	Disposed	2022-02-03	Common Stock, par value $0.01 (7749.0)	Direct
2020-02-25	Employee Stock Option (right to buy)	$98.46	M	8588	Disposed	2023-02-01	Common Stock, par value $0.01 (8588.0)	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 2, the number of shares underlying Mr. LaBelle's options increased by (1) 160 from 7,260 to 7,420 in January 2014, (2) 255 from 7,420 to 7,675 in January 2015 and (3) 74 from 7,675 to 7,749 in January 2016 and the per share exercise price was correspondingly decreased.

F3: The option vested in four equal annual installments beginning on January 15, 2013.

F4: Pursuant to the adjustments described in Footnote 5, the number of shares underlying Mr. LaBelle's options increased by (1) 177 from 8,047 to 8,224 in January 2014, (2) 282 from 8,224 to 8,506 in January 2015 and (3) 82 from 8,506 to 8,588 in January 2016 and the per share exercise price was correspondingly decreased.

F5: The option vested in four equal annual installments beginning on January 15, 2014.