X0306 4 2012-11-19 0001043121 BOSTON PROPERTIES LTD PARTNERSHIP N/A 0001217098 KOOP BRYAN J C/O BOSTON PROPERTIES, INC. 800 BOYLSTON STREET BOSTON MA 02199 0 1 0 0 Senior Vice President of GP Common OP Units 2012-11-19 4 C 0 35691 0 A 35691 D Common OP Units 2012-11-19 4 C 0 35691 0 D 0 D LTIP Units 2012-11-19 4 C 0 35691 .25 D Common Stock 35691 14534 D 35,691 of the Reporting Person's units of limited partnership interest in the Issuer were converted into common units of limited partnership interest (Common OP Units) in the Issuer by the Reporting Person and the Common OP Units were immediately redeemed for an equal number of shares of Common Stock of Boston Properties, Inc., the Issuer's sole general partner, in accordance with the Issuer's Partnership Agreement. Issued as long term incentive compensation pursuant to Boston Properties, Inc.'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 redeemed, 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. except that Boston Properties, Inc. may, at its election, acquire each Common OP Unit so presented for redemption for one share of common stock of Boston Properties, Inc. /s/ Kelli A. DiLuglio, Attorney-in-Fact 2012-11-20