SEC Form 4 · accession 0001246991-15-000135
BXP, Inc. · BXP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert E Pester
Officer — Senior Vice President
Period of report
Mar 5, 2015
Accepted (ET)
Mar 9, 2015 · 3:44 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001037540
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $.01F1,F2 | Mar 5, 2015 | M | 1,612 | $87.70 | A | 36,759 | D | |
| Common Stock, par value $.01F1,F3 | Mar 5, 2015 | M | 1,971 | $101.75 | A | 38,730 | D | |
| Common Stock, par value $.01F1,F4 | Mar 5, 2015 | M | 2,326 | $99.41 | A | 41,056 | D | |
| Common Stock, par value $.01F5 | Mar 5, 2015 | S | 5,909 | $139.386 | D | 35,147 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F1,F2,F6 | $87.70 | Mar 5, 2015 | M | 1,612 | D | — | Jan 28, 2021 | Common Stock | 1,612 | 0 | D |
| Employee Stock Option (right to buy)F1,F3,F7 | $101.75 | Mar 5, 2015 | M | 1,971 | D | — | Feb 3, 2022 | Common Stock | 1,971 | 1,971 | D |
| Employee Stock Option (right to buy)F1,F4,F8 | $99.41 | Mar 5, 2015 | M | 2,326 | D | — | Feb 1, 2023 | Common Stock | 2,326 | 4,653 | D |
Explanation of responses
- F1In 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 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.
- F2Pursuant to the adjustment described in Footnote 1, the number of shares underlying the Reporting Person's options increased by 53 from 1,559 to 1,612 and the per share exercise price was correspondingly decreased.
- F3Pursuant to the adjustment described in Footnote 1, the number of shares underlying the Reporting Person's options increased by 131 from 3,811 to 3,942 and the per share exercise price was correspondingly decreased.
- F4Pursuant to the adjustment described in Footnote 1, the number of shares underlying the Reporting Person's options increased by 232 from 6,747 to 6,979 and the per share exercise price was correspondingly decreased.
- F5Represents the weighted average sale price. These shares were sold in multiple transactions at sale prices ranging from $139.363 to $139.408 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.
- F6The option vests in four equal annual installments beginning on January 15, 2012.
- F7The option vests in four equal annual installments beginning on January 15, 2013.
- F8The option vests in four equal annual installments beginning on January 15, 2014.