Rodney Diehl - Sep 5, 2023 Form 3 Insider Report for BOSTON PROPERTIES LTD PARTNERSHIP (N/A)

Role: Senior Vice President of GP
Signature: /s/ Kelli A. DiLuglio, as Attorney-in-Fact
Stock symbol: N/A
Transactions as of: Sep 5, 2023
Transactions value $: $0
Form type: 3
Date filed: 9/11/2023, 03:44 PM
Next filing: Feb 6, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	N/A	Common OP Units						25.1K	Sep 5, 2023	Direct	F1

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	N/A	LTIP Units							Sep 5, 2023	Common OP Units	26.2K		Direct	F2, F3, F4

* 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 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 6,217 vested LTIP Units, 3,432 LTIP Units that will vest on January 15, 2024, 462 LTIP Units that will vest on February 3, 2024, 2,821 LTIP Units that will vest on January 15, 2025, 5,244 LTIP Units that will vest on January 15, 2026, and 4,471 LTIP Units that will vest on January 15, 2027. Also includes 1,943 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 February 1, 2024 and 1,581 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 January 31, 2025.
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.

Remarks:

Exhibit 24 Power of Attorney