SEC Form 4 · accession 0001246991-18-000046
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
Feb 2, 2018
Accepted (ET)
Feb 6, 2018 · 5:26 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF1,F2 | — | Feb 2, 2018 | A | 3,645 | A | — | — | Common Stock, par value $0.01 | 3,645 | 34,354 | D |
| LTIP UnitsF3,F4 | — | Feb 6, 2018 | A | 1,072 | A | — | — | Common Stock, par value $0.01 | 1,072 | 35,426 | D |
| LTIP UnitsF1,F5 | — | Feb 6, 2018 | A | 1,439 | A | — | — | Common Stock, par value $0.01 | 1,439 | 36,865 | D |
Explanation of responses
- F1Represents units of limited partnership interest in Boston Properties Limited Partnership ("BPLP"), of which the Issuer is the general partner, 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 the holder, into a common unit of limited partnership interest in BPLP ("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.
- F2The 3,645 LTIP Units vest in four equal annual installments beginning on January 15, 2019.
- F3Represents LTIP Units earned (i.e., for which the performance-based hurdles have been met) pursuant to the Issuer's 2015 Multi-Year Long-Term Incentive Program (the "Program"). 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.
- F4The 1,072 LTIP Units earned pursuant to the Program vested 50% upon being earned and 50% will vest on February 4, 2019.
- F5The 1,439 LTIP Units vest in four equal annual installments beginning on January 15, 2019.