SEC Form 4 · accession 0001246991-19-000088
BXP, Inc. · BXP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Frank D Burt
Officer — Senior Vice President
Period of report
Feb 15, 2019
Accepted (ET)
Feb 20, 2019 · 5:10 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 | Feb 19, 2019 | C | 2,000 | — | A | 2,000 | D | |
| Common Stock, par value $0.01 | Feb 19, 2019 | G | 2,000 | $0.00 | D | 0 | D | |
| Common Stock, par value $0.01 | Feb 19, 2019 | G | 2,000 | $0.00 | A | 2,000 | I | By The Burt Family Trust - 1993 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF2,F3,F4 | — | Feb 15, 2019 | A | 464 | A | — | — | Common Stock, par value $0.01 | 464 | 11,310 | D |
| LTIP UnitsF5 | — | Feb 19, 2019 | C | 2,000 | D | — | — | Common Stock, par value $0.01 | 2,000 | 9,310 | D |
| Common OP UnitsF6,F1 | — | Feb 19, 2019 | C | 2,000 | A | — | — | Common Stock, par value $0.01 | 2,000 | 2,000 | D |
| Common OP UnitsF6,F1 | — | Feb 19, 2019 | C | 2,000 | D | — | — | Common Stock, par value $0.01 | 2,000 | 0 | D |
Explanation of responses
- F12,000 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.
- F2Represents units of limited partnership interest in Boston Properties Limited Partnership ("BPLP"), of which the Issuer is the general partner, earned (i.e., for which the performance-based hurdles have been met) pursuant to the Issuer's 2016 Multi-Year Long-Term Incentive Program (the "Program").
- F3Conditioned 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.
- F4The 464 LTIP Units earned pursuant to the Program vested 50% upon being earned and 50% will vest on February 9, 2020.
- F5Represents units of limited partnership interest ("LTIP Units") in Boston Properties Limited Partnership ("BPLP"), of which the Issuer is the sole general partner, 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 unit of limited partnership interest ("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.
- F6Represents 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.