X0303 4 2011-07-23 0001037540 BOSTON PROPERTIES INC BXP 0001229891 TWARDOCK DAVID A PRUDENTIAL MORTGAGE CAPITAL COMPANY 100 MULBERRY STREET NEWARK NJ 01702 1 0 0 0 Common Stock, par value $.01 2011-07-23 4 M 0 2068 A 7021 D LTIP Units 2011-07-23 4 M 0 2068 .25 D Common Stock 2068 0 D 2,068 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 issued 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 may be redeemed, at the election of the holder, for cash equal to the fair market value of a share of the Issuer's Common Stock except that the Issuer may, at its election as directed by BPLP, acquire each Common OP Unit so presented for redemption for one share of Common Stock. /s/ Kelli A. DiLuglio, Attorney-in-Fact 2011-07-26