SEC Form 4 · accession 0001246991-17-000061
BXP, Inc. · BXP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert E Pester
Officer — Executive Vice President
Period of report
Feb 13, 2017
Accepted (ET)
Feb 14, 2017 · 3:21 pm EST
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 $0.01F1,F2 | Feb 13, 2017 | M | 1,990 | $100.77 | A | 43,847 | D | |
| Common Stock, par value $0.01F1,F3 | Feb 13, 2017 | M | 4,698 | $98.46 | A | 48,545 | D | |
| Common Stock, par value $0.01F4 | Feb 13, 2017 | S | 6,688 | $134.3327 | D | 41,857 | 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,F5 | $100.77 | Feb 13, 2017 | M | 1,990 | D | — | Feb 3, 2022 | Common Stock, par value $0.01 | 1,990 | 0 | D |
| Employee Stock Option (right to buy)F1,F3,F6 | $98.46 | Feb 13, 2017 | M | 4,698 | D | — | Feb 1, 2023 | Common Stock, par value $0.01 | 4,698 | 0 | D |
Explanation of responses
- F1In 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 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 Mr. Pester's options increased by 19 from 1,971 to 1,990 and the per share exercise price was correspondingly decreased.
- F3Pursuant to the adjustment described in Footnote 1, the number of shares underlying Mr. Pester's options increased by 45 from 4,653 to 4,698 and the per share exercise price was correspondingly decreased.
- F4Represents the weighted average sale price. These shares were sold in multiple transactions at sale prices ranging from $134.29 to $134.44, 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.
- F5The option vested in four equal annual installments beginning on January 15, 2013.
- F6The option vested in four equal annual installments beginning on January 15, 2014.