SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Kevorkian Eric G

(Last)

(First)

(Middle)

C/O BOSTON PROPERTIES, INC.

800 BOYLSTON STREET

(Street)

BOSTON

02199

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/02/2022

3. Issuer Name and Ticker or Trading Symbol
BOSTON PROPERTIES INC [ BXP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, CLO and Secretary

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common OP Units⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock, par value $0.01	4,757.43	⁽¹⁾	D
LTIP Units⁽²⁾	⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾	Common Stock, par value $0.01	6,695⁽³⁾⁽⁴⁾⁽⁵⁾	⁽²⁾	D

Explanation of Responses:

1. Represents common units of limited partnership interest in Boston Properties Limited Partnership ("BPLP"), of which the Issuer is the general partner ("Common OP Units"). 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 its election, acquire each Common OP Unit so presented for redemption for one share of common stock. Common OP Units have no expiration date.

2. Represents units of limited partnership interest in BPLP issued as long term incentive compensation ("LTIP Units") 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 BPLP or the holder, into a Common OP Unit. 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 the Issuer's common stock. LTIP Units have no expiration date.

3. Includes 1,182 vested LTIP Units, 1,654 LTIP Units that will vest on January 15, 2023, 212 LTIP Units that will vest on February 4, 2023, 1,293 LTIP Units that will vest on January 15, 2024, 962 LTIP Units that will vest on January 15, 2025 and 442 LTIP Units that will vest on January 15, 2026. Also includes 555 LTIP Units granted pursuant to the Issuer's 2021 Multi-Year Long-Term Incentive Program (the "2021 Program") and may be earned based on the achievement of certain performance criteria based on the Issuer's total shareholder return over a three-year performance period ending on January 31, 2025 and 395 LTIP Units granted pursuant to the Issuer's 2022 Multi-Year Long-Term Incentive Program (the "2022 Program") and may be earned based on the achievement of certain performance criteria based on the Issuer's total shareholder return over a three-year performance period ending on February 1, 2024.

4. Any LTIP Units earned pursuant to the 2021 Program and the 2022 Program will vest in full on February 1, 2024 and January 31, 2025, respectively, with each earned LTIP Unit and Common OP Unit acquired upon conversion of such LTIP Unit subject to an additional post-vesting holding period pursuant to which such LTIP Unit and Common OP Unit generally may not be transferred, and the redemption right associated with the Common OP Unit may not be exercised, until one year after the vesting date.

5. The reporting person disclaims beneficial ownership of 62.09 LTIP Units, and the filing of this statement shall not be deemed an admission that the reporting person is the beneficial owner of such LTIP Units for purposes of Section 16 of the Securities Act of 1934, as amended, or for any other purpose. Such LTIP Units are held for the benefit of the reporting person's former spouse pursuant to a qualified domestic relations order.

Remarks:

Exhibit 24 Power of Attorney

	/s/ Kelli A. DiLuglio, Attorney-in-Fact	06/10/2022
	** Signature of Reporting Person	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 5 (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).
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