| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | N/A | Common OP Units | 4.76K | Jun 2, 2022 | Direct | F1 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | N/A | LTIP Units | Jun 2, 2022 | Common OP Units | 6.7K | Direct | F2, F3, F4, F5 |
| Id | Content |
|---|---|
| F1 | Represents common units of limited partnership interest in the Issuer ("Common OP Units"). Each Common OP 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 common stock of Boston Properties, Inc.'s ("BXP"), the Issuer's sole general partner, except that BXP may, at its election, acquire each Common OP Unit so presented for redemption for one share of BXP's Common Stock. |
| F2 | Represents units of limited partnership in the Issuer issued as long term incentive compensation pursuant to BXP'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 the Issuer or the holder, into a 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 BXP's Common Stock, except that BXP may, at its election, acquire each Common OP Unit so presented for one share of BXP's Common Stock. LTIP Units have no expiration date. |
| F3 | Includes 1,182 vested LTIP Units, 1,654 LTIP Units that will vest on January 15, 2023, 212 LTIP Units that will vest on February 4, 2023, 1,293 LTIP Units that will vest on January 15, 2024, 962 LTIP Units that will vest on January 15, 2025 and 442 LTIP Units that will vest on January 15, 2026. Also includes 555 LTIP Units granted pursuant to BXP's 2021 Multi-Year Long-Term Incentive Program (the "2021 Program") and may be earned based on the achievement of certain performance criteria based on BXP's total shareholder return over a three-year performance period ending on January 31, 2025 and 395 LTIP Units granted pursuant to BXP's 2022 Multi-Year Long-Term Incentive Program (the "2022 Program") and may be earned based on the achievement of certain performance criteria based on BXP's total shareholder return over a three-year performance period ending on February 1, 2024. |
| F4 | Any LTIP Units earned pursuant to the 2021 Program and the 2022 Program will vest in full on February 1, 2024 and January 31, 2025, respectively, with each earned LTIP Unit and Common OP Unit acquired upon conversion of such LTIP Unit subject to an additional post-vesting holding period pursuant to which such LTIP Unit and Common OP Unit generally may not be transferred, and the redemption right associated with the Common OP Unit may not be exercised, until one year after the vesting date. |
| F5 | The reporting person disclaims beneficial ownership of 62.09 LTIP Units, and the filing of this statement shall not be deemed an admission that the reporting person is the beneficial owner of such LTIP Units for purposes of Section 16 of the Securities Act of 1934, as amended, or for any other purpose. Such LTIP Units are held for the benefit of the reporting person's former spouse pursuant to a qualified domestic relations order. |
Exhibit 24 Power of Attorney