SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Kevorkian Eric G (Last) (First) (Middle) C/O BOSTON PROPERTIES, INC. 800 BOYLSTON STREET (Street) BOSTON MA 02199 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/02/2022	3. Issuer Name and Ticker or Trading Symbol BOSTON PROPERTIES INC [ BXP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP, CLO and Secretary	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common OP Units(1)	(1)	(1)	Common Stock, par value $0.01	4,757.43	(1)	D
LTIP Units(2)	(2)(3)(4)	(2)	Common Stock, par value $0.01	6,695(3)(4)(5)	(2)	D

Explanation of Responses:

1. Represents common units of limited partnership interest in Boston Properties Limited Partnership ("BPLP"), of which the Issuer is the general partner ("Common OP Units"). 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.

2. Represents units of limited partnership interest in BPLP 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 BPLP or 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 the Issuer's common stock. LTIP Units have no expiration date.

3. Includes 1,182 vested LTIP Units, 1,654 LTIP Units that will vest on January 15, 2023, 212 LTIP Units that will vest on February 4, 2023, 1,293 LTIP Units that will vest on January 15, 2024, 962 LTIP Units that will vest on January 15, 2025 and 442 LTIP Units that will vest on January 15, 2026. Also includes 555 LTIP Units granted pursuant to the Issuer's 2021 Multi-Year Long-Term Incentive Program (the "2021 Program") and may be earned based on the achievement of certain performance criteria based on the Issuer's total shareholder return over a three-year performance period ending on January 31, 2025 and 395 LTIP Units granted pursuant to the Issuer's 2022 Multi-Year Long-Term Incentive Program (the "2022 Program") and may be earned based on the achievement of certain performance criteria based on the Issuer's total shareholder return over a three-year performance period ending on February 1, 2024.

4. Any LTIP Units earned pursuant to the 2021 Program and the 2022 Program will vest in full on February 1, 2024 and January 31, 2025, respectively, with each earned LTIP Unit and Common OP Unit acquired upon conversion of such LTIP Unit subject to an additional post-vesting holding period pursuant to which such LTIP Unit and Common OP Unit generally may not be transferred, and the redemption right associated with the Common OP Unit may not be exercised, until one year after the vesting date.

5. The reporting person disclaims beneficial ownership of 62.09 LTIP Units, and the filing of this statement shall not be deemed an admission that the reporting person is the beneficial owner of such LTIP Units for purposes of Section 16 of the Securities Act of 1934, as amended, or for any other purpose. Such LTIP Units are held for the benefit of the reporting person's former spouse pursuant to a qualified domestic relations order.

Remarks:

Exhibit 24 Power of Attorney

	/s/ Kelli A. DiLuglio, Attorney-in-Fact	06/10/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Exhibit 24

LIMITED POWER OF ATTORNEY
FOR
SECTION 16(a) FILINGS

        Know all by these presents, that the undersigned hereby constitutes
and appoints each of Douglas T. Linde, Sandy D. Bransfield and Kelli A. DiLuglio,
or each of them singly, to be the undersigned's true and lawful attorney-in-fact
to:

    1) prepare, execute in the undersigned's name and on the undersigned's
behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC")
a Form ID, including amendments thereto, and any other documents necessary or
appropriate to obtain codes and passwords enabling the undersigned to make
electronic filings with the SEC of reports required by Section 16(a) of the
Securities Exchange Act of 1934 or any rule or regulation of the SEC;

    2) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director and/or stockholder of Boston Properties, Inc.
and Boston Properties Limited Partnership (together, the "Company"), Forms 3,
4, and 5 and amendments thereto in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder;

    3) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute
any such Form 3, 4, or 5 and any amendments thereto and timely file such
forms with the United States Securities and Exchange Commission (the "SEC")
and any stock exchange or similar authority, including, but not limited to,
taking any actions necessary or desirable in connection with effectuating
electronic filings; and

    4) take any other action of any type whatsoever which, in the opinion
of such attorney-in-fact, may be necessary or desirable in connection with the
foregoing authority, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions
as such attorney-in-fact may approve in such attorney-in-fact's discretion.

   The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

   This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.  This Power of Attorney may be filed with
the SEC as a confirming statement of the authority granted herein.

   IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 9th day of May, 2022.

/s/ Eric G. Kevorkian
Signed

Eric G. Kevorkian
Print Name