SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
RITCHEY RAYMOND A

(Last) (First) (Middle)
C/O BOSTON PROPERTIES, INC.
2200 PENNSYLVANIA AVENUE, NW

(Street)
WASHINGTON DC 20037

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BOSTON PROPERTIES INC [ BXP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
11/26/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $.01 11/26/2012 C (1) 19,881 A (5) 42,491 D
Common Stock, par value $.01 11/26/2012 C (2) 4,901 A (6) 47,392 D
Common Stock, par value $.01 11/26/2012 C (3) 32,000 A (6) 61,718 I by Langley Lane LP (3)
Common Stock, par value $.01 11/26/2012 C (4) 60,293 A (6) 60,293 I by Ritchey, LLC
Common Stock, par value $.01 11/27/2012 S 17,484 D $101.453 (7) 29,908 D
Common Stock, par value $.01 11/27/2012 S 7,298 D $102.6638 (8) 22,610 D
Common Stock, par value $.01 11/27/2012 S 22,577 D $101.453 (7) 39,141 I by Langley Lane LP (3)
Common Stock, par value $.01 11/27/2012 S 9,423 D $102.6638 (8) 29,718 I by Langley Lane LP (3)
Common Stock, par value $.01 11/27/2012 S 42,539 D $101.453 (7) 17,754 I by Ritchey, LLC
Common Stock, par value $.01 11/27/2012 S 17,754 D $102.6638 (8) 0 I by Ritchey, LLC
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
LTIP Units (5) (5) 11/26/2012 C (1) 19,881 (5) (5) Common OP Units 19,881 $0.25 36,105 D
Common OP Units (6) (5) (6) 11/26/2012 C (1) 19,881 (5) (6) (5) (6) Common Stock 19,881 (5) (6) 178,542 D
Common OP Units (6) (5) (6) 11/26/2012 C (1) 19,881 (5) (6) (5) (6) Common Stock 19,881 (5) (6) 158,661 D
Common OP Units (6) (6) 11/26/2012 C (2) 4,901 (6) (6) Common Stock 4,901 (6) 153,760 D
Common OP Units (6) (6) 11/26/2012 C (3) 32,000 (6) (6) Common Stock 32,000 (6) 0 I by Langley Lane LP (3)
Common OP Units (6) (6) 11/26/2012 C (4) 60,293 (6) (6) Common Stock 60,293 (6) 7,317 I by Ritchey, LLC
Common OP Units (6) (6) (6) (6) Common Stock 35,600 35,600 I by RAR/BP LLC
Common OP Units (6) (6) (6) (6) Common Stock 89,493 89,493 I by RAR Ritchey, LLC
Explanation of Responses:
1. 19,881 of the Reporting Person's units of limited partnership (LTIP Units) in Boston Properties Limited Partnership (BPLP), of which the Issuer is the sole general partner, were converted into common units of limited partnership interest (Common OP Units) in BPLP by the Reporting Person and the Common OP Units were immediately redeemed for an equal number of shares of the Issuer's Common Stock in accordance with BPLP's Partnership Agreement.
2. The Reporting Person redeemed 4,901 Common OP Units in BPLP for an equal number of shares of the Issuer's Common Stock in accordance with BPLP's Partnership Agreement.
3. Langley Lane LP redeemed 32,000 Common OP Units in BPLP for an equal number of shares of the Issuer's Common Stock in accordance with BPLP's Partnership Agreement. The Reporting Person disclaims beneficial ownership of the Issuer's Common Stock and Common OP Units in BPLP except to the extent of his pecuniary interest therein.
4. Ritchey, LLC redeemed 60,293 Common OP Units in BPLP for an equal number of shares of the Issuer's Common Stock in accordance with BPLP's Partnership Agreement.
5. Represents units of limited partnership interest in BPLP, issued as long term incentive compensation 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 the holder, into a Common OP Unit in BPLP. 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.
6. Represents Common OP Units in BPLP. 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.
7. Represents the weighted average sale price. These shares were sold in multiple transactions at sale prices ranging from $101.13 to $102.02, inclusive. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
8. Represents the weighted average sale price. These shares were sold in multiple transactions at sale prices ranging from $102.29 to $102.94, inclusive. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
Remarks:
/s/ Kelli A. DiLuglio, Attorney-in-Fact 11/28/2012
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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