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Sec Form 4 Filing - POWERS JOHN FRANCIS @ BOSTON PROPERTIES INC - 2020-02-18

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
POWERS JOHN FRANCIS
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)
BOSTON PROPERTIES, INC., 599 LEXINGTON AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
02/18/2020
(Street)
NEW YORK, NY10022
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 02/18/2020 C( 1 ) 14,318 A 14,898.9582 ( 2 ) D
Depositary Shares of Series B Preferred Stock ( 3 ) 7,272 D
Common Stock, par value $0.01 2,685 I by trust
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 ( 4 ) ( 4 ) 02/18/2020 C( 1 ) 14,318 ( 4 ) ( 4 ) Common Stock, par value $0.01 14,318 $ 0.25 21,438 D
Common OP Units ( 5 ) ( 5 ) 02/18/2020 C( 1 ) 14,318 ( 5 ) ( 5 ) Common Stock, par value $0.01 14,318 ( 1 ) ( 5 ) 14,318 D
Common OP Units ( 5 ) ( 5 ) 02/18/2020 C( 1 ) 14,318 ( 5 ) ( 5 ) Common Stock, par value $0.01 14,318 ( 1 ) ( 5 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
POWERS JOHN FRANCIS
BOSTON PROPERTIES, INC.
599 LEXINGTON AVENUE
NEW YORK, NY10022
Executive Vice President
Signatures
/s/ Kelli A. DiLuglio, as Attorney-in-Fact 02/19/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )14,318 of the Reporting Person's units of limited partnership interest ("LTIP Units") 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 redeemed for an equal number of shares of the Issuer's Common Stock in accordance with BPLP's Partnership Agreement.
( 2 )Includes an aggregate of 276.292189 shares of the Issuer's Common Stock which the Reporting Person acquired in July 3, 2017, July 2, 2018 and January 2, 2020 pursuant to the Boston Properties, Inc. 1999 Employee Stock Purchase Plan and an aggregate of 30.480932 shares of the Issuer's Common Stock which the Reporting Person acquired in November 7, 2017, February 13, 2018, May 2, 2018, August 3, 2018, November 5, 2018, February 1, 2019, May 3, 2019, August 2, 2019, November 5, 2019 and February 4, 2020 pursuant to the Boston Properties, Inc. Dividend Reinvestment and Stock Purchase Plan.
( 3 )Complete Title of Security: Depositary Shares Each Representing 1/100th of a Share of 5.25% Series B Cumulative Redeemable Preferred Stock, par value $.01 per share (the "Series B Preferred Stock"). The Issuer pays cumulative cash dividends on the Series B Preferred Stock at a fixed rate of 5.25% per annum of the liquidation preference per share of the Series B Preferred Stock (equivalent to a fixed annual amount of $1.3125 per Depositary Share). The Depositary Shares are not redeemable by the holders thereof, have no maturity date, are not convertible into or exchangeable for any other property or any security of the Issuer or any of its affiliates, and generally have no voting rights.
( 4 )Represents LTIP Units in BPLP, of which the Issuer is the general partner, issued as long term incentive compensation pursuant to the Issuer's equity based incentive 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 in BPLP. 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 the Issuer's Common Stock, except that the Issuer may, at its election, acquire each Common OP Unit so presented for one share of Common Stock. LTIP Units have no expiration date.
( 5 )Represents Common OP Units in BPLP. Each Common OP Unit may be presented for redemption, 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, at it's election, acquire each Common OP Unit so presented for redemption for one share of Common Stock. Common OP Units have no expiration date.

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.