Raymond A. Ritchey - Feb 23, 2022 Form 4 Insider Report for BOSTON PROPERTIES INC (BXP)

Role: Senior EVP
Signature: /s/ Kelli A. DiLuglio, as Attorney-in-Fact
Stock symbol: BXP
Transactions as of: Feb 23, 2022
Transactions value $: -$2,548,396
Form type: 4
Date filed: 2/24/2022, 10:53 AM
Previous filing: Feb 17, 2022
Next filing: Aug 16, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BXP	Common Stock, par value $0.01	Conversion of derivative security		+21.1K			21.1K	Feb 23, 2022	Direct	F1
transaction	BXP	Common Stock, par value $0.01	Sale	-$2.54M	-21.1K	-100%	$120.52	0	Feb 23, 2022	Direct	F2

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	BXP	LTIP Units	Conversion of derivative security	-$5.28K	-21.1K	-9.88%	$0.25^*	193K	Feb 23, 2022	Common Stock, par value $0.01	21.1K		Direct	F1, F3
transaction	BXP	Common OP Units	Conversion of derivative security		+21.1K	+23.76%		110K	Feb 23, 2022	Common Stock, par value $0.01	21.1K		Direct	F1, F4
transaction	BXP	Common OP Units	Conversion of derivative security		-21.1K	-19.2%		88.8K	Feb 23, 2022	Common Stock, par value $0.01	21.1K		Direct	F1, F4
holding	BXP	Common OP Units						31.3K	Feb 23, 2022	Common Stock, par value $0.01	31.3K		By The Raymond A. Ritchey 2008 Family Trust	F4
holding	BXP	Common OP Units						10.5K	Feb 23, 2022	Common Stock, par value $0.01	10.5K		By The Raymond A. Ritchey 2020 Grantor Retained Annuity Trust, dated June 11, 2020	F4

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

Explanation of Responses:

Id	Content
F1	21,102 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 the Issuer's common stock in accordance with BPLP's Partnership Agreement.
F2	Represents the weighted average sale price. These shares were sold in multiple transactions at sale prices ranging from $120.2900 to $120.6000, inclusive. The Reporting Person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
F3	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.
F4	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.