0001246991-19-000191.txt : 20191206 0001246991-19-000191.hdr.sgml : 20191206 20191206153654 ACCESSION NUMBER: 0001246991-19-000191 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191204 FILED AS OF DATE: 20191206 DATE AS OF CHANGE: 20191206 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RITCHEY RAYMOND A CENTRAL INDEX KEY: 0001219153 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13087 FILM NUMBER: 191272961 MAIL ADDRESS: STREET 1: BOSTON PROPERTIES, INC. STREET 2: 901 NEW YORK AVENUE, NW CITY: WASHINGTON STATE: DC ZIP: 20001 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON PROPERTIES INC CENTRAL INDEX KEY: 0001037540 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 042473675 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 800 BOYLSTON STREET STREET 2: SUITE 1900 CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 6172363300 MAIL ADDRESS: STREET 1: 800 BOYLSTON STREET STREET 2: SUITE 1900 CITY: BOSTON STATE: MA ZIP: 02199 4 1 wf-form4_157566459610908.xml FORM 4 X0306 4 2019-12-04 0 0001037540 BOSTON PROPERTIES INC BXP 0001219153 RITCHEY RAYMOND A C/O BOSTON PROPERTIES, INC. 2200 PENNSYLVANIA AVENUE, NW WASHINGTON DC 20037 0 1 0 0 Senior EVP Common Stock, par value $0.01 2019-12-04 4 M 0 24739 86.86 A 24739 D Common Stock, par value $0.01 2019-12-04 4 M 0 31068 100.77 A 55807 D Common Stock, par value $0.01 2019-12-04 4 S 0 55807 138.37 D 0 D Common Stock, par value $0.01 2019-12-05 4 M 0 1052 100.77 A 1052 D Common Stock, par value $0.01 2019-12-05 4 M 0 39943 98.46 A 40995 D Common Stock, par value $0.01 2019-12-05 4 S 0 40995 138.35 D 0 D Employee Stock Option (right to buy) 86.86 2019-12-04 4 M 0 24739 0 D 2021-01-28 Common Stock, par value $0.01 24739.0 0 D Employee Stock Option (right to buy) 100.77 2019-12-04 4 M 0 31068 0 D 2022-02-03 Common Stock, par value $0.01 31068.0 1052 D Employee Stock Option (right to buy) 100.77 2019-12-05 4 M 0 1052 0 D 2022-02-03 Common Stock, par value $0.01 1052.0 0 D Employee Stock Option (right to buy) 98.46 2019-12-05 4 M 0 39943 0 D 2023-02-01 Common Stock, par value $0.01 39943.0 0 D In (1) January 2014, the Issuer paid a special dividend of $2.25 per share of Common Stock to all stockholders of record as of the close of business on December 31, 2013, (2) January 2015, the Issuer paid a special dividend of $4.50 per share of Common Stock to all stockholders of record as of the close of business on December 31, 2014 and (3) January 2016, the Issuer paid a special dividend of $1.25 per share of Common Stock to all stockholders of record as of the close of business on December 31, 2015. In connection with these special dividends, the Issuer's Board of Directors adjusted all options that were awarded, but not exercised, prior to the ex-dividend date for each special dividend to account for the effect of each special dividend. The number of shares subject to each such option was increased and the exercise price correspondingly decreased such that each option had the same fair value to the holder before and after giving effect to the payment of each special dividend. Pursuant to the adjustments described in Footnote 1, the number of shares underlying Mr. Ritchey's options increased by (1) 512 from 23,175 to 23,687 in January 2014, (2) 814 from 23,687 to 24,501 in January 2015 and (3) 238 from 24,501 to 24,739 in January 2016 and the per share exercise price was correspondingly decreased. Pursuant to the adjustments described in Footnote 1, the number of shares underlying Mr. Ritchey's options increased by (1) 665 from 30,088 to 30,753 in January 2014, (2) 1,058 from 30,753 to 31,811 in January 2015 and (3) 309 from 31,811 to 32,120 in January 2016 and the per share exercise price was correspondingly decreased. Represents the weighted average sale price. These shares were sold in multiple transactions at sale prices ranging from $138 to $138.75, 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. Pursuant to the adjustments described in Footnote 1, the number of shares underlying Mr. Ritchey's options increased by (1) 827 from 37,416 to 38,243 in January 2014, (2) 1,315 from 38,243 to 39,558 in January 2015 and (3) 385 from 39,558 to 39,943 in January 2016 and the per share exercise price was correspondingly decreased. Represents the weighted average sale price. These shares were sold in multiple transactions at sale prices ranging from $138 to $138.63, 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. The option vested in four equal annual installments beginning on January 15, 2012. The option vested in four equal annual installments beginning on January 15, 2013. The option vested in four equal annual installments beginning on January 15, 2014. /s/ Kelli A. DiLuglio, as Attorney-in-Fact 2019-12-06