Sec Form 4 Filing - PESTER ROBERT E @ BOSTON PROPERTIES INC - 2014-05-15

FORM 4 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 PESTER ROBERT E 2. Issuer Name and Ticker or Trading Symbol BOSTON PROPERTIES INC [ BXP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior Vice President (Last) (First) (Middle) C/O BOSTON PROPERTIES, INC., FOUR EMBARCADERO CENTER 3. Date of Earliest Transaction (MM/DD/YY) 05/15/2014 (Street) SAN FRANCISCO, CA94111 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 Stock, par value $.01 05/15/2014 M 4,675 A $ 90.71 ( 1 ) ( 2 ) 37,474.9679 D Common Stock, par value $.01 05/15/2014 M 3,811 A $ 105.25 ( 1 ) ( 3 ) 41,285.9679 D Common Stock, par value $.01 05/15/2014 M 2,248 A $ 102.83 ( 1 ) ( 4 ) 43,533.9679 D Common Stock, par value $.01 05/15/2014 S 10,734 D $ 118.48 32,799.9679 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 Benefic ially 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 Employee Stock Option (right to buy) $ 90.71 ( 1 ) ( 2 ) 05/15/2015 M 4,675 ( 5 ) 01/28/2021 Common Stock 4,675 $ 0 1,559 D Employee Stock Option (right to buy) $ 105.25 ( 1 ) ( 3 ) 05/15/2015 M 3,811 ( 6 ) 02/03/2022 Common Stock 3,811 $ 0 3,811 D Employee Stock Option (right to buy) $ 102.83 ( 1 ) ( 4 ) 05/15/2015 M 2,248 ( 7 ) 02/01/2023 Common Stock 2,248 $ 0 6,747 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PESTER ROBERT E C/O BOSTON PROPERTIES, INC. FOUR EMBARCADERO CENTER SAN FRANCISCO, CA94111 Senior Vice President Signatures /s/ Kelli A. DiLuglio, as Attorney-in-Fact 05/16/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In January 2014, the Issuer paid a special dividend of $2.25 per share of Common Stock to all stockholders of record as of the close of business on December 31, 2014. In connection with this special dividend, the Issuer's Board of Directors adjusted all options that were awarded, but not exercised, prior to the ex-dividend date for the special dividend to account for the effect of the special dividend. The number of shares subject to each such option was increased and the exercise price correspondingly decreased such that each option had the same fair value to the holder before and after giving effect to the payment of the special dividend. ( 2 )Pursuant to the adjustment described in Footnote 1, the number of shares underlying the Reporting Person's options increased by 134 from 6,100 to 6,234 and the per share exercise price was correspondingly decreased. ( 3 )Pursuant to the adjustment described in Footnote 1, the number of shares underlying the Reporting Person's options increased by 164 from 7,458 to 7,622 and the per share exercise price was correspondingly decreased. ( 4 )Pursuant to the adjustment described in Footnote 1, the number of shares underlying the Reporting Person's options increased by 194 from 8,801 to 8,995 and the per share exercise price was correspondingly decreased. ( 5 )The options vests in four equal annual installments beginning on January 15, 2012. ( 6 )The options vests in four equal annual installments beginning on January 15, 2013. ( 7 )The options vests in four equal annual installments beginning on January 15, 2014.

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.