X0306 4 2015-02-09 0001037540 BOSTON PROPERTIES INC BXP 0001289668 Einiger Carol B. C/O POST ROCK ADVISORS, LLC ONE ROCKEFELLER PLAZA, 28TH FLOOR NEW YORK NY 10020 1 0 0 0 Common Stock, par value $0.01 2015-02-09 4 C 0 5653 A 6936 D Common Stock, par value $0.01 2015-02-10 4 S 0 6936 140.7134 D 0 D LTIP Units 2015-02-09 4 C 0 5653 .25 D Common Stock 5653 2100 D Common OP Units 2015-02-09 4 C 0 5653 A Common Stock 5653 5653 D Common OP Units 2015-02-09 4 C 0 5653 D Common Stock 5653 0 D 5,653 of the Reporting Person's units of limited partnership interest (LTIP Units) 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 the weighted average sale price. These shares were sold in multiple transactions at sale prices ranging from $140.65 to $140.80, inclusive. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. 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 Common OP Units in BPLP. 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. LTIP Units have no expiration date. Represents Common OP Units in BPLP. Each Common OP Unit may be presented for redemption, 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, acquire each Common OP Unit so presented for redemption for one share of Common Stock. Common OP Units have no expiration date. /s/ Kelli A. DiLuglio, as Attorney-in-Fact 2015-02-11