X0303 4 2011-07-23 0001043121 BOSTON PROPERTIES LTD PARTNERSHIP N/A 0001229891 TWARDOCK DAVID A PRUDENTIAL MORTGAGE CAPITAL COMPANY 100 MULBERRY STREET NEWARK NJ 01702 1 0 0 0 Common OP Units 2011-07-23 4 M 0 2068 0 A 2068 D Common OP Units 2011-07-23 4 M 0 2068 0 D 0 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 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 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 as directed by the Issuer, 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 2011-07-26