Sec Form 4 Filing - LABELLE MICHAEL E @ BOSTON PROPERTIES INC - 2020-02-25

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) EVP and CFO (Last) (First) (Middle) C/O BOSTON PROPERTIES, INC., 800 BOYLSTON STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/25/2020 (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 02/25/2020 M 7,749 A $ 100.77 19,891 D Common Stock, par value $0.01 02/25/2020 M 8,588 A $ 98.46 28,479 D Common Stock, par value $0.01 02/25/2020 S 16,337 D $ 137.3264 12,142 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 ) 02/25/2020 M 7,749 ( 3 ) 02/03/2022 Common Stock, par value $0.01 7,749 ( 1 ) ( 2 ) $ 0 0 D Employee Stock Option (right to buy) $ 98.46 ( 1 ) ( 4 ) 02/25/2020 M 8,588 ( 5 ) 02/01/2023 Common Stock, par value $0.01 8,588 ( 1 ) ( 4 ) $ 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 EVP and CFO Signatures /s/ Kelli A. DiLuglio, as Attorney-in-Fact 02/26/2020 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, (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 and (3) 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 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 2, the number of shares underlying Mr. LaBelle's options increased by (1) 160 from 7,260 to 7,420 in January 2014, (2) 255 from 7,420 to 7,675 in January 2015 and (3) 74 from 7,675 to 7,749 in January 2016 and the per share exercise price was correspondingly decreased. ( 3 )The option vested in four equal annual installments beginning on January 15, 2013. ( 4 )Pursuant to the adjustments described in Footnote 5, the number of shares underlying Mr. LaBelle's options increased by (1) 177 from 8,047 to 8,224 in January 2014, (2) 282 from 8,224 to 8,506 in January 2015 and (3) 82 from 8,506 to 8,588 in January 2016 and the per share exercise price was correspondingly decreased. ( 5 )The option vested in four equal annual installments beginning on January 15, 2014.

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