BXP, Inc. — Director's Dealing 2021

Mar 11, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOSTON PROPERTIES INC (BXP)
CIK: 0001037540
Period of Report: 2021-03-09

Reporting Person: RITCHEY RAYMOND A (Senior EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-09	Common Stock, par value $0.01	C	60000	—	Acquired	60000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-09	LTIP Units	$	C	60000	Disposed		Common Stock, par value $0.01 (60000.0)	Direct
2021-03-09	Common OP Units	$	C	60000	Acquired		Common Stock, par value $0.01 (60000.0)	Direct
2021-03-09	Common OP Units	$	C	60000	Disposed		Common Stock, par value $0.01 (60000.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common OP Units	$		Common Stock, par value $0.01 (31265.0)	31265	Indirect
Common OP Units	$		Common Stock, par value $0.01 (10500.0)	10500	Indirect

Footnotes

F1: 60,000 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 common stock of the Issuer ("Common Stock") pursuant to a Rule 10b5-1 plan entered into by the Reporting Person on February 23, 2021.

F2: Represents LTIP Units in BPLP 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 BPLP or the holder, into a common unit of limited partnership interest ("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.

F3: 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 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.

F4: Reflects the transfer on June 12, 2020 of 10,500 Common OP Units previously owned directly by the Reporting Person to the Raymond A. Ritchey 2020 Grantor Retained Annuity Trust, of which the reporting person is the sole trustee and beneficiary.