X0306 4 2016-05-16 0001043121 BOSTON PROPERTIES LTD PARTNERSHIP N/A 0001217093 BURT FRANK D C/O BOSTON PROPERTIES, INC. 800 BOYLSTON STREET BOSTON MA 02199 0 1 0 0 Senior Vice President of GP Common OP Units 2016-05-16 4 C 0 4573 A 4573 D LTIP Units 2016-05-16 4 C 0 4573 .25 D Common OP Units 4573 6205 D Represents common units of limited partnership interest ("Common OP Units") in the Issuer. 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. ("BPI"), the Issuer's sole general partner, except that BPI may, at its election, acquire each Common OP Unit so presented for redemption for one share of Common Stock of BPI. 4,573 of the Reporting Person's LTIP Units (as defined below) in the Issuer were converted into Common OP Units in the Issuer by the Reporting Person in accordance with the Issuer's Partnership Agreement. Represents units of limited partnership in the Issuer issued as long term incentive compensation pursuant to BPI'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 holder, into a Common OP Unit. Each Common OP Unit acquired upon conversion of an LTIP Unit may be redeemed, at the election of the holder, for cash equal to the then fair market value of a share of common stock of BPI except that BPI may, at its election, acquire each Common OP Unit so presented for redemption for one share of common stock of BPI. LTIP Units have no expiration date. /s/ Kelli A. DiLuglio, Attorney-in-Fact 2016-05-18