Sec Form 3 Filing - Garesche Donna D @ BOSTON PROPERTIES LTD PARTNERSHIP - 2023-02-27

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Garesche Donna D 2. Issuer Name and Ticker or Trading Symbol BOSTON PROPERTIES LTD PARTNERSHIP [ N/A] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, Chief HR Officer of GP (Last) (First) (Middle) C/O BOSTON PROPERTIES, 800 3. Date of Earliest Transaction (MM/DD/YY) 02/27/2023 (Street) BOSTON, MA02199 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common OP Units ( 1 ) 6,740 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares LTIP Units ( 2 ) ( 2 ) ( 2 )( 3 )( 4 ) ( 2 ) Common OP Units 13,458 ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Garesche Donna D C/O BOSTON PROPERTIES 800 BOSTON, MA02199 EVP, Chief HR Officer of GP Signatures Kelli DiLuglio, as Attorney-in-Fact 03/08/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents common units of limited partnership interest in the Issuer ("Common OP Units"). Each Common OP 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 common stock of Boston Properties, Inc. ("BXP"), the Issuer's sole general partner, except that BXP may, at its election, acquire each Common OP Unit so presented for redemption for one share of BXP's Common Stock. ( 2 )Represents units of limited partnership in the Issuer issued as long term incentive compensation pursuant to BXP's equity based incentive programs ("LTIP Units"). 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 Issuer or the holder, into a 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 BXP's Common Stock, except that BXP may, at its election, acquire each Common OP Unit so presented for one share of BXP's Common Stock. LTIP Units have no expiration date. ( 3 )Includes 3,395 vested LTIP Units, 3,094 LTIP Units that will vest on January 15, 2024, 37 LTIP Units that will vest on February 3, 2024, 2,468 LTIP Units that will vest on January 15, 2025, 2,077 LTIP Units that will vest on January 15, 2026 and 1,159 LTIP Units that will vest on January 15, 2027. Also includes 833 LTIP Units granted pursuant to BXP's 2021 Multi-Year Long-Term Incentive Program (the "2021 Program") and may be earned based on the achievement of certain performance criteria based on BXP's total shareholder return over a three-year performance period ending on February 1, 2024 and 395 LTIP Units granted pursuant to BXP's 2022 Multi-Year Long-Term Incentive Program (the "2022 Program") and may be earned based on the achievement of certain performance criteria based on BXP's total shareholder return over a three-year performance period ending on January 31, 2025. ( 4 )Any LTIP Units earned pursuant to the 2021 Program and the 2022 Program will vest in full on February 1, 2024 and January 31, 2025, respectively, with each earned LTIP Unit and Common OP Unit acquired upon conversion of such LTIP Unit subject to an additional post-vesting holding period pursuant to which such LTIP Unit and Common OP Unit generally may not be transferred, and the redemption right associated with the Common OP Unit may not be exercised, until one year after the vesting date.

Remarks: Exhibit 24 Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.