X0306 4 2012-08-20 0001037540 BOSTON PROPERTIES INC BXP 0001229890 BACOW LAWRENCE S HARVARD GRADUATE SCHOOL OF EDUCATION 420 GUTMAN HALL, 13 APPIAN WAY CAMBRIDGE MA 02138 1 0 0 0 Common Stock, par value $.01 2012-08-20 4 C 0 585 A 585 D Common Stock, par value $.01 2012-08-20 4 S 0 585 110.93 D 0 D LTIP Units 2012-08-20 4 C 0 585 .25 D Common Units 585 1646 D Common OP Units 2012-08-20 4 C 0 585 A Common Stock 585 585 D Common OP Units 2012-08-20 4 C 0 585 D Common Stock 585 0 D 585 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 Boston Properties Limited Partnership (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 unit of limited partnership interest in BPLP (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 2012-08-20