BXP, Inc. — Director's Dealing 2023

Apr 3, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOSTON PROPERTIES INC (BXP)
CIK: 0001037540
Period of Report: 2023-03-31

Reporting Person: DUNCAN BRUCE W (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-03-31	Phantom Stock Units	$	A	508.13	Acquired		Common Stock, par value $0.01 (508.13)	Direct

Footnotes

F1: The Phantom Stock Units convert to Common Stock on a 1-for-1 basis

F2: The Phantom Stock Units are awarded under the Boston Properties, Inc. ("BXP") 2021 Stock Incentive Plan (the "2021 Plan") to non-employee directors who elected to receive Phantom Stock Units in lieu of director cash compensation fees. The Phantom Stock Units are to be settled in shares of BXP common stock (except that fractional units, if any, will be settled in cash) in a lump sum or in ten annual installments, at the reporting person's election, following the reporting person's retirement from the BXP Board of Directors. In addition, non-employee directors who elect a deferred payout following their retirement may elect to convert not less than 100% of their notional investment from BXP common stock to a deemed investment in one or more measurement funds. This election may only be made after the director's service on the BXP Board of Directors ends. A director's account that has been converted to measurement funds will be settled in cash instead of BXP common stock.

F3: Includes 68.64 Phantom Stock Units received pursuant to dividend equivalent rights which were credited to the Reporting Person on January 30, 2023.