X0303 4 2011-03-31 0001037540 BOSTON PROPERTIES INC BXP 0001203367 LUSTIG MATTHEW J C/O LAZARD REAL ESTATE INVESTORS LLC 30 ROCKEFELLER PLAZA NEW YORK NY 10020 1 0 0 0 Phantom Stock Units 2011-03-31 4 A 0 173.96 94.85 A Common Stock 173.96 173.96 D The Phantom Stock Units convert to Common Stock on a 1-for-1 basis. The Phantom Stock Units are awarded under the Second Amendment and Restatement of the Boston Properties, Inc. 1997 Stock Option and Incentive Plan to non-employee directors who elected to receive Phantom Stock Units in lieu of director cash compensation fees. The Phantom Stock Units are to be settled in shares of Common Stock (except that fractional units, if any, will be settled in cash) upon the Reporting Person's retirement from the Boston Properties, Inc. Board of Directors. /s/ Kelli A. DiLuglio, as Attorney-in-Fact 2011-04-04