BXP, Inc. — Director's Dealing 2023

May 23, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOSTON PROPERTIES INC (BXP)
CIK: 0001037540
Period of Report: 2023-05-19

Reporting Person: Kevorkian Eric G (SVP, CLO and Secretary)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-05-19	LTIP Units	$	C	62.09	Disposed		Common Stock, par value $0.01 (62.09)	Direct
2023-05-19	Common OP Units	$	C	62.09	Acquired		Common Stock, par value $0.01 (62.09)	Direct

Footnotes

F1: Represents LTIP Units in Boston Properties Limited Partnership ("BPLP"), of which the Issuer is the sole 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 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 the Issuer's common stock. LTIP Units have no expiration date.

F2: For the benefit of the reporting person's former spouse pursuant to a qualified domestic relations order (the "QDRO"), the reporting person converted 62.09 LTIP Units into Common OP Units in accordance with the BPLP partnership agreement.

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 its election, acquire each Common OP Unit so presented for redemption for one share of the Issuer's Common Stock. Common OP Units have no expiration date.

F4: The reporting person disclaims beneficial ownership of 62.09 Common OP Units, and the filing of this statement shall not be deemed an admission that the reporting person is the beneficial owner of such Common OP Units for purposes of Section 16 of the Securities Act of 1934, as amended, or for any other purpose. Such Common OP Units are held for the benefit of the reporting person's former spouse pursuant to the QDRO.