Matthew J. Lustig - May 26, 2022 Form 4 Insider Report for BOSTON PROPERTIES INC (BXP)

Role: Director
Signature: /s/ Kelli A. DiLuglio, as Attorney-in-Fact
Stock symbol: BXP
Transactions as of: May 26, 2022
Transactions value $: $376
Form type: 4
Date filed: 5/31/2022, 04:35 PM
Previous filing: Apr 29, 2022
Next filing: Jul 5, 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	BXP	LTIP Units	Award	$376	+1.5K	+12.33%	$0.25^*	13.7K	May 26, 2022	Common Stock, par value $0.01	1.5K		Direct	F1, 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 ("BPLP"), of which the Issuer is the general partner, issued pursuant to the Issuer's equity based incentive programs ("LTIP Units"). 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 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 common stock. LTIP Units have no expiration date.
F2	The 1,504 LTIP Units will vest on the earlier of (i) May 26, 2023 and (ii) the date of the Issuer's 2023 annual meeting of stockholders.

Content

Represents units of limited partnership interest in Boston Properties Limited Partnership ("BPLP"), of which the Issuer is the general partner, issued pursuant to the Issuer's equity based incentive programs ("LTIP Units"). 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 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 common stock. LTIP Units have no expiration date.

The 1,504 LTIP Units will vest on the earlier of (i) May 26, 2023 and (ii) the date of the Issuer's 2023 annual meeting of stockholders.