X0306 4 2015-02-18 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 LTIP Units 2015-02-18 4 A 0 12987 .25 A Common OP Units 12987 41287 D Represents units of limited partnership interest in the Issuer earned (i.e., for which the performance-based hurdles have been met) pursuant to Boston Properties, Inc.'s (BPI's), the Issuer's sole general partner's, 2012 Outperformance Plan (the "Plan"). 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 unit of limited partnership interest in the Issuer (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 Common Stock of BPI, except that BPI may, at its election, acquire each Common OP Unit so presented for one share of BPI's Common Stock. LTIP Units have no expiration date. The 12,987 LTIP Units earned pursuant to the Plan vested 25% upon being earned, 25% will vest on February 7, 2016 and 50% will vest on February 7, 2017. /s/ Kelli A. DiLuglio, Attorney-in-Fact 2015-02-18