Form Type: 4

Accession Number:0001246991-20-000008
Original Submission Date:

Reporting Person:

SUITE 1900 BOSTON, MA 02199

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
PHANTOM STOCK UNITS 0.0 2019-12-31 deemed execution date A 190 (a) common stock, par value $0.01 190 $0.00 799 direct
f1 the phantom stock units convert to common stock on a 1-for-1 basis.
f2 the phantom stock units are awarded under the boston properties, inc. 2012 stock option and incentive plan (the "2012 plan") to non-employee directors who elected to receive phantom stock units in lieu of director cash compensation fees. the phantom stock units are to be settled in shares of common stock (except that fractional units, if any, will be settled in cash) in a lump sum or in ten annual installments, at the reporting person's election, following the reporting person's retirement from the boston properties, inc. board of directors. in addition, non-employee directors who elect a deferred payout following their retirement may elect to convert not less than 100% of their notional investment from common stock to a deemed investment in one or more measurement funds. this election may only be made after the director's service on the board of directors ends. a director's account that has been converted to measurement funds will be settled in cash instead of common stock.
f3 includes 4.18 phantom stock units received pursuant to dividend equivalent rights which were credited to the reporting person when and as dividends were paid on the issuer's common stock.

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