X0306 4 2012-11-19 0001037540 BOSTON PROPERTIES INC BXP 0001217098 KOOP BRYAN J C/O BOSTON PROPERTIES, INC. 800 BOYLSTON STREET BOSTON MA 02199 0 1 0 0 Senior Vice President Common Stock, par value $.01 2012-11-19 4 C 0 35691 A 38409.7704 D Common Stock, par value $.01 2012-11-20 4 S 0 8200 101.036 D 30209.7704 D LTIP Units 2012-11-19 4 C 0 35691 .25 D Common OP Units 35691 14534 D Common OP Units 2012-11-19 4 C 0 35691 A Common Stock 35691 35691 D Common OP Units 2012-11-19 4 C 0 35691 D Common Stock 35691 0 D 35,691 of the Reporting Person's units of limited partnership interest 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. Represents units of limited partnership interest in BPLP, of which the Issuer is the general partner, 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. 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. /s/ Kelli A. DiLuglio, Attorney-in-Fact 2012-11-20