Owen D. Thomas - Feb 7, 2023 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: Feb 7, 2023
Transactions value $: $14,827
Form type: 4
Date filed: 2/9/2023, 01:48 PM
Previous filing: Feb 7, 2023
Next filing: Feb 15, 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
transaction	N/A	LTIP Units	Award	$14.8K	+59.3K	+10.71%	$0.25^*	613K	Feb 7, 2023	Common OP Units	59.3K		Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	Represents LTIP Units granted pursuant to the Boston Properties, Inc.'s ("BXP"), the Issuer's general partner, 2023 Multi-Year Long-Term Incentive Program (the "2023 Program"). 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 BXP except that BXP may, at its election, acquire each Common OP Unit so presented for redemption for one share of common stock of BXP. LTIP Units have no expiration date.
F2	The 59,308 LTIP Units 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 6, 2026. Any LTIP Units earned pursuant to the 2023 Program will vest in full on February 6, 2026, 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.

Content

Represents LTIP Units granted pursuant to the Boston Properties, Inc.'s ("BXP"), the Issuer's general partner, 2023 Multi-Year Long-Term Incentive Program (the "2023 Program"). 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 BXP except that BXP may, at its election, acquire each Common OP Unit so presented for redemption for one share of common stock of BXP. LTIP Units have no expiration date.

The 59,308 LTIP Units 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 6, 2026. Any LTIP Units earned pursuant to the 2023 Program will vest in full on February 6, 2026, 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.