SEC Form 4 · accession 0001246991-18-000055
BOSTON PROPERTIES LTD PARTNERSHIP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Owen D Thomas
Officer — Chief Executive Officer of GP · Director
Period of report
Feb 2, 2018
Accepted (ET)
Feb 6, 2018 · 5:28 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001043121
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 | 32,260 | A | — | — | Common OP Units | 32,260 | 140,141 | D |
| LTIP UnitsF3,F4 | — | Feb 6, 2018 | A | 7,791 | A | — | — | Common OP Units | 7,791 | 147,932 | D |
Explanation of responses
- F1Issued as long term incentive compensation pursuant to Boston Properties, Inc.'s ("BPI"), the Issuer's general partner, 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 the Issuer ("Common OP Unit"). Each Common OP Unit acquired upon conversion of an LTIP Unit may be redeemed, at the election of the holder, for cash equal to the then fair market value of a share of common stock of BPI except that BPI may, at its election, acquire each Common OP Unit so presented for redemption for one share of common stock of BPI. LTIP Units have no expiration date.
- F2The 32,260 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 BPI'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 redeemed, at the election of the holder, for cash equal to the then fair market value of a share of common stock of BPI except that BPI may, at its election, acquire each Common OP Unit so presented for redemption for one share of common stock of BPI. LTIP Units have no expiration date.
- F4The 7,791 LTIP Units earned pursuant to the Program vested 50% upon being earned and 50% will vest on February 4, 2019.