Owen D. Thomas - Jan 28, 2022 Form 4 Insider Report for BOSTON PROPERTIES LTD PARTNERSHIP (N/A)

Role: Chief Executive Officer of GP, Director
Signature: /s/ Kelli A. DiLuglio, as Attorney-in-Fact
Stock symbol: N/A
Transactions as of: Jan 28, 2022
Transactions value $: $9,383
Form type: 4
Date filed: 2/1/2022, 03:15 PM
Next filing: Feb 3, 2022

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
transaction	N/A	LTIP Units	Award	$9.38K	+37.5K	+9.53%	$0.25^*	431K	Jan 28, 2022	Common OP Units	37.5K		Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	Issued as long term incentive compensation pursuant to Boston Properties, Inc.'s ("BPI"), the Issuer's general partner, 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 Issuer or the holder, into a common unit of limited partnership interest in the Issuer ("Common OP Unit"). Each Common OP Unit acquired upon conversion of an LTIP Unit may be redeemed, at the election of the holder, for cash equal to the then fair market value of a share of common stock of BPI except that BPI may, at its election, acquire each Common OP Unit so presented for redemption for one share of common stock of BPI. LTIP Units have no expiration date.
F2	The 37,533 LTIP Units vest in four equal annual installments beginning on January 15, 2023.

Content

Issued as long term incentive compensation pursuant to Boston Properties, Inc.'s ("BPI"), the Issuer's general partner, 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 Issuer or the holder, into a common unit of limited partnership interest in the Issuer ("Common OP Unit"). Each Common OP Unit acquired upon conversion of an LTIP Unit may be redeemed, at the election of the holder, for cash equal to the then fair market value of a share of common stock of BPI except that BPI may, at its election, acquire each Common OP Unit so presented for redemption for one share of common stock of BPI. LTIP Units have no expiration date.

The 37,533 LTIP Units vest in four equal annual installments beginning on January 15, 2023.