BXP, Inc. — Director's Dealing 2020

Feb 19, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOSTON PROPERTIES INC (BXP)
CIK: 0001037540
Period of Report: 2020-02-18

Reporting Person: POWERS JOHN FRANCIS (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-18	Common Stock, par value $0.01	C	14318	—	Acquired	14898.9582	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-18	LTIP Units	$	C	14318	Disposed		Common Stock, par value $0.01 (14318.0)	Direct
2020-02-18	Common OP Units	$	C	14318	Acquired		Common Stock, par value $0.01 (14318.0)	Direct
2020-02-18	Common OP Units	$	C	14318	Disposed		Common Stock, par value $0.01 (14318.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Depositary Shares of Series B Preferred Stock	7272	Direct
Common Stock, par value $0.01	2685	Indirect

Footnotes

F1: 14,318 of the Reporting Person's units of limited partnership interest ("LTIP Units") in Boston Properties Limited Partnership ("BPLP"), of which the Issuer is the sole general partner, were converted into common units of limited partnership interest ("Common OP Units") in BPLP by the Reporting Person and the Common OP Units were redeemed for an equal number of shares of the Issuer's Common Stock in accordance with BPLP's Partnership Agreement.

F2: Includes an aggregate of 276.292189 shares of the Issuer's Common Stock which the Reporting Person acquired in July 3, 2017, July 2, 2018 and January 2, 2020 pursuant to the Boston Properties, Inc. 1999 Employee Stock Purchase Plan and an aggregate of 30.480932 shares of the Issuer's Common Stock which the Reporting Person acquired in November 7, 2017, February 13, 2018, May 2, 2018, August 3, 2018, November 5, 2018, February 1, 2019, May 3, 2019, August 2, 2019, November 5, 2019 and February 4, 2020 pursuant to the Boston Properties, Inc. Dividend Reinvestment and Stock Purchase Plan.

F3: Complete Title of Security: Depositary Shares Each Representing 1/100th of a Share of 5.25% Series B Cumulative Redeemable Preferred Stock, par value $.01 per share (the "Series B Preferred Stock"). The Issuer pays cumulative cash dividends on the Series B Preferred Stock at a fixed rate of 5.25% per annum of the liquidation preference per share of the Series B Preferred Stock (equivalent to a fixed annual amount of $1.3125 per Depositary Share). The Depositary Shares are not redeemable by the holders thereof, have no maturity date, are not convertible into or exchangeable for any other property or any security of the Issuer or any of its affiliates, and generally have no voting rights.

F4: Represents LTIP Units in BPLP, of which the Issuer is the general partner, 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 in BPLP. 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: Represents Common OP Units in BPLP. Each Common OP Unit may be presented for redemption, 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 it's election, acquire each Common OP Unit so presented for redemption for one share of Common Stock. Common OP Units have no expiration date.