SEC Form 4 · accession 0001246991-16-000464
BXP, Inc. · BXP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter D Johnston
Officer — Executive Vice President
Period of report
Jun 9, 2016
Accepted (ET)
Jun 13, 2016 · 3:20 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 | Jun 9, 2016 | C | 5,416 | — | A | 21,193 | D | |
| Common Stock, par value $.01F3 | Jun 10, 2016 | S | 5,416 | $128.6558 | D | 15,777 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF4 | — | Jun 9, 2016 | C | 5,416 | D | — | — | Common Stock | 5,416 | 37,025 | D |
| Common OP UnitsF5,F1 | — | Jun 9, 2016 | C | 5,416 | A | — | — | Common Stock | 5,416 | 18,400 | D |
| Common OP UnitsF5,F1 | — | Jun 9, 2016 | C | 5,416 | D | — | — | Common Stock | 5,416 | 12,984 | D |
Explanation of responses
- F15,416 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.
- F2Includes an aggregate of 92.8502 shares which the Reporting Person acquired in July 2015 and January 2016 pursuant to the Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan.
- F3Represents the weighted average sale price. These shares were sold in multiple transactions at sale prices ranging from $128.31 to $128.98, 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.
- F4Represents LTIP Units 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.
- F5Represents 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 its election, acquire each Common OP Unit so presented for redemption for one share of Common Stock. Common OP Units have no expiration date.