BXP, Inc. — Director's Dealing 2020

Feb 5, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOSTON PROPERTIES INC (BXP)
CIK: 0001037540
Period of Report: 2020-02-04

Reporting Person: LINDE DOUGLAS T (Director, President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-04	Common Stock, par value $0.01	M	27455	$86.86	Acquired	208946.7471	Direct
2020-02-04	Common Stock, par value $0.01	S	27155	$144.6608	Disposed	181791.7471	Direct
2020-02-04	Common Stock, par value $0.01	S	300	$145.3733	Disposed	181491.7471	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-04	Employee Stock Option (right to buy)	$86.86	M	27455	Disposed	2021-01-28	Common Stock, par value $0.01 (27455.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01	2100	Indirect
Common Stock, par value $0.01	700	Indirect

Footnotes

F1: Represents the weighted average sale price. These shares were sold in multiple transactions at sale prices ranging from $144.35 to $145.35, 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.

F2: Represents the weighted average sale price. These shares were sold in multiple transactions at sale prices ranging from $145.36 to $145.40, 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.

F3: 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.

F4: Pursuant to the adjustments described in Footnote 3, the number of shares underlying Mr. Linde's options increased by (1) 568 from 25,719 to 26,287 in January 2014, (2) 904 from 26,287 to 27,191 in January 2015 and (3) 264 from 27,191 to 27,455 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, 2012.