Sec Form 4 Filing - LABELLE MICHAEL E @ BOSTON PROPERTIES INC - 2015-06-01

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
LABELLE MICHAEL 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)
SVP and CFO
(Last) (First) (Middle)
C/O BOSTON PROPERTIES, INC., 800 BOYLSTON STREET
3. Date of Earliest Transaction (MM/DD/YY)
06/01/2015
(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 Stock, par value $0.01 06/01/2015 M 5,538 A $ 87.7 ( 1 ) ( 2 ) 11,105 D
Common Stock, par value $0.01 06/01/2015 S 5,538 D $ 131.5162 5,567 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
Employee Stock Option (right to buy) $ 87.7 ( 1 ) ( 2 ) 06/01/2015 M 5,538 ( 3 ) 01/28/2021 Common Stock 5,538 ( 1 ) ( 2 ) $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LABELLE MICHAEL E
C/O BOSTON PROPERTIES, INC.
800 BOYLSTON STREET
BOSTON, MA02199
SVP and CFO
Signatures
/s/ Kelli A. DiLuglio, Attorney-in-Fact 06/02/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In (1) 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, 2013 and (2) January 2015, the Issuer paid a special dividend of $4.50 per share of Common Stock to all stockholders of record as of the close of business on December 31, 2014. In connection with these special dividends, the Issuer's Board of Directors adjusted all options that were awarded, but not exercised, prior to the ex-dividend date for each special dividend to account for the effect of each 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 each special dividend.
( 2 )Pursuant to the adjustments described in Footnote 1, the number of shares underlying Mr. LaBelle's options increased by (1) 115 from 5,239 to 5,354 in January 2014 and (2) 184 from 5,354 to 5,538 in January 2015 and the per share exercise price was correspondingly decreased.
( 3 )The options vested in four equal annual installments beginning on January 15, 2012.

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