Peter V. Otteni - May 17, 2021 Form 3 Insider Report for BOSTON PROPERTIES INC (BXP)

Role: Senior Vice President
Signature: /s/ Kelli A. DiLuglio, as Attorney-in-Fact
Stock symbol: BXP
Transactions as of: May 17, 2021
Transactions value $: $0
Form type: 3
Date filed: 5/26/2021, 04:32 PM
Next filing: Aug 11, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	BXP	LTIP Units							May 17, 2021	Common Stock, par value $0.01	18.3K		Direct	F1
holding	BXP	Common OP Units							May 17, 2021	Common Stock, par value $0.01	5.03K		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents units of limited partnership interest in Boston Properties Limited Partnership, of which the Issuer is the general partner, ("BPLP") issued as long term incentive compensation ("LTIP Units") 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 unit of limited partnership interest in BPLP ("Common OP Unit"). 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	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 its common stock. Common OP Units have no expiration date.

Content

Represents units of limited partnership interest in Boston Properties Limited Partnership, of which the Issuer is the general partner, ("BPLP") issued as long term incentive compensation ("LTIP Units") 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 unit of limited partnership interest in BPLP ("Common OP Unit"). 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.

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 its common stock. Common OP Units have no expiration date.

Remarks:

Exhibit 24 Power of Attorney