Eric G. Kevorkian - Jun 2, 2022 Form 3 Insider Report for BOSTON PROPERTIES INC (BXP)

Signature
/s/ Kelli A. DiLuglio, Attorney-in-Fact
Stock symbol
BXP
Transactions as of
Jun 2, 2022
Transactions value $
$0
Form type
3
Date filed
6/10/2022, 01:22 PM
Next filing
Feb 7, 2023

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 Common OP Units Jun 2, 2022 Common Stock, par value $0.01 4.76K Direct F1
holding BXP LTIP Units Jun 2, 2022 Common Stock, par value $0.01 6.7K Direct F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents common units of limited partnership interest in Boston Properties Limited Partnership ("BPLP"), of which the Issuer is the general partner ("Common OP Units"). 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 its election, acquire each Common OP Unit so presented for redemption for one share of common stock. Common OP Units have no expiration date.
F2 Represents units of limited partnership interest in 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 BPLP 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 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.
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 the Issuer'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 the Issuer's total shareholder return over a three-year performance period ending on January 31, 2025 and 395 LTIP Units granted pursuant to the Issuer'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 the Issuer'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.

Remarks:

Exhibit 24 Power of Attorney