Sec Form 4 Filing - PESTER ROBERT E @ BOSTON PROPERTIES INC - 2017-02-13

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
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)
Executive Vice President
(Last) (First) (Middle)
C/O BOSTON PROPERTIES, INC., FOUR EMBARCADERO CENTER
3. Date of Earliest Transaction (MM/DD/YY)
02/13/2017
(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 $0.01 02/13/2017 M 1,990 A $ 100.77 ( 1 ) ( 2 ) 43,846.9679 D
Common Stock, par value $0.01 02/13/2017 M 4,698 A $ 98.46 ( 1 ) ( 3 ) 48,544.9679 D
Common Stock, par value $0.01 02/13/2017 S 6,688 D $ 134.3327 ( 4 ) 41,856.9679 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 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) $ 100.77 ( 1 ) ( 2 ) 02/13/2017 M 1,990 ( 5 ) 02/03/2022 Common Stock, par value $0.01 1,990 $ 0 0 D
Employee Stock Option (right to buy) $ 98.46 ( 1 ) ( 3 ) 02/13/2017 M 4,698 ( 6 ) 02/01/2023 Common Stock, par value $0.01 4,698 $ 0 0 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
Executive Vice President
Signatures
/s/ Kelli A. DiLuglio, as Attorney-in-Fact 02/14/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In January 2016, the Issuer paid a special dividend of $1.25 per share of Common Stock to all stockholders of record as of the close of business on December 31, 2015. 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 Mr. Pester's options increased by 19 from 1,971 to 1,990 and the per share exercise price was correspondingly decreased.
( 3 )Pursuant to the adjustment described in Footnote 1, the number of shares underlying Mr. Pester's options increased by 45 from 4,653 to 4,698 and the per share exercise price was correspondingly decreased.
( 4 )Represents the weighted average sale price. These shares were sold in multiple transactions at sale prices ranging from $134.29 to $134.44, 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.
( 5 )The option vested in four equal annual installments beginning on January 15, 2013.
( 6 )The option vested in four equal annual installments beginning on January 15, 2014.

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