Matthew J. Lustig - May 31, 2023 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 31, 2023
Transactions value $: $848
Form type: 4
Date filed: 6/2/2023, 09:48 AM
Previous filing: May 18, 2023
Next filing: Jul 5, 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	BXP	LTIP Units	Award	$848	+3.39K	+24.73%	$0.25^*	17.1K	May 31, 2023	Common Stock, par value $0.01	3.39K		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 3,390 LTIP Units will vest on the earlier of (i) May 31, 2024 and (ii) the date of BXP's 2024 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 3,390 LTIP Units will vest on the earlier of (i) May 31, 2024 and (ii) the date of BXP's 2024 annual meeting of stockholders.