SEC Form 4 · accession 0001246991-16-000322
BXP, Inc. · BXP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Raymond A Ritchey
Officer — Senior EVP
Period of report
Feb 8, 2016
Accepted (ET)
Feb 9, 2016 · 3:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001037540
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common OP UnitsF1,F3 | — | Dec 10, 2015 | G | 31,265 | D | — | — | Common Stock | 31,265 | 0 | I |
| Common OP UnitsF1 | — | Dec 10, 2015 | G | 31,265 | A | — | — | Common Stock | 31,265 | 31,265 | I |
| LTIP UnitsF4,F5 | — | Feb 8, 2016 | A | 12,895 | A | — | — | Common Stock | 12,895 | 122,037 | D |
| Common OP UnitsF3,F1 | — | holding | — | — | — | — | — | Common Stock | 169,305 | 169,305 | D |
| Common OP UnitsF1 | — | holding | — | — | — | — | — | Common Stock | 35,600 | 35,600 | I |
Explanation of responses
- F1Represents common units of limited partnership interest (Common OP Units) in Boston Properties Limited Partnership (BPLP), of which the Issuer is the sole general partner. Each Common OP Unit may be redeemed, 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.
- F2RAR Ritchey, LLC, which is owned by a grantor retained annuity trust of which the Reporting Person is the sole trustee and beneficiary, transferred these Common OP Units to The Raymond A. Ritchey 2008 Family Trust. The Reporting Person disclaims beneficial ownership in the Common OP Units held by The Raymond A. Ritchey 2008 Family Trust except to the extent of his pecuniary interest therein.
- F3Reflects the distribution of 14,228 Common OP Units previously owned by RAR Ritchey, LLC to the Reporting Person as part of an annuity payment on December 10, 2015.
- F4Represents units of limited partnership interest (LTIP Units) in BPLP, 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. 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.
- F5The 12,895 LTIP Units were fully vested upon issuance as a result of the Reporting Person's attainment of age 65.