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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
LTIP Units (1) | (1) | 06/27/2011 | M(2) | 29,060 | (1) | (1) | Common Stock | 29,060 | $ 0.25 | 38,382 | D | ||||
Common OP Units | (1) | 06/27/2011 | M(2) | 29,060 | (1) | (1) | Common Stock | 29,060 | (1) | 187,471 (3) (4) | D | ||||
Common OP Units | (1) | (1) | (1) | Common Stock | 100,000 | 100,000 (3) | I | By RAR Ritchey LLC | |||||||
Common OP Units | (1) | (1) | (1) | Common Stock | 60,293 | 60,293 (4) | I | By Ritchey, LLC | |||||||
Common OP Units | (1) | (1) | (1) | Common Stock | 35,244 | 35,244 | I | By RAR/BP LLC | |||||||
Common OP Units | (1) | (1) | (1) | Common Stock | 356 | 356 | I | By Spouse |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
RITCHEY RAYMOND A C/O BOSTON PROPERTIES, INC. 505 9TH STREET, NW WASHINGTON, DC 20004 |
Executive Vice President |
/s/ Kelli A. DiLuglio, Attorney-in-Fact | 06/29/2011 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Represents units of limited partnership interest 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 compensatory 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 may be redeemed, 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 as directed by BPLP, acquire each Common OP Unit so presented for redemption for one share of Common Stock. |
(2) | 29,060 of the Reporting Person's LTIP Units were converted into Common OP Units by the Reporting Person. |
(3) | The Reporting Person previously reported the Common OP Units held by RAR Ritchey LLC as directly beneficially held but contributed them to RAR Ritchey LLC. The Reporting Person is the sole manager of RAR Ritchey LLC, which is owned by a grantor retained annuity trust, of which the Reporting Person is the sole trustee and beneficiary. |
(4) | The Reporting Person previously reported 45,957 of the Common OP Units held by Ritchey, LLC as directly beneficially held. The Reporting Person contributed 53,798 Common OP Units to Ritchey, LLC and Ritchey, LLC subsequently transferred 7,841 Common OP Units back to the Reporting Person as an annuity payment. The Reporting Person is the sole manager of Ritchey, LLC, which is owned by a grantor retained annuity trust, of which the Reporting Person is the sole trustee and beneficiary. |