X0304 4 2012-02-21 0001037540 BOSTON PROPERTIES INC BXP 0001337218 JOHNSTON PETER D C/O BOSTON PROPERTIES, INC. 2200 PENNSYLVANIA AVENUE, NW WASHINGTON DC 20037 0 1 0 0 Senior Vice President Common Stock, par value $.01 2012-02-21 4 C 0 7063 A 31575.3941 D LTIP Units 2012-02-21 4 C 0 7063 .25 D Common Stock 7063 19244 D 7,063 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 Common Stock of the Issuer in accordance with BPLP's Partnership Agreement. Includes 115.8151 shares which the Reporting Person acquired in July 2011 and January 2012 pursuant to the Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan, as amended. Represents units of limited partnership interest in BPLP issued as long term incentive compensation pursuant to the Issuer's equity based compensatory 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, acquire each Common OP Unit so presented for redemption for one share of Common Stock. /s/ Kelli A. DiLuglio, as Attorney-in-Fact 2012-02-21