|
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 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||||||||||||||||
| 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $ 36.45 (1) (2) | 10/23/2008 | M | 250,000 | (3) | 02/02/2011 | Common Stock | 250,000 | $ 0 | 906,089 (1) (2) | D | ||||
| Employee Stock Option (right to buy) | $ 36.45 | 10/24/2008 | M | 250,000 | (3) | 02/02/2011 | Common Stock | 250,000 | $ 0 | 656,089 | D | ||||
| Employee Stock Option (right to buy) | $ 36.45 | 10/27/2008 | M | 250,000 | (3) | 02/02/2011 | Common Stock | 250,000 | $ 0 | 406,089 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ZUCKERMAN MORTIMER B C/O BOSTON PROPERTIES, INC. 800 BOYLSTON STREET BOSTON, MA 02199 |
X | Chairman of the Board | ||
| Kelli A. DiLuglio, as attorney-in-fact | 10/27/2008 | |
| **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) | In (i) October 2005, the issuer paid a special dividend of $2.50 per share of common stock to all stockholders of record as of the close of business on September 30, 2005, (ii) January 2007, the issuer paid a special dividend of $5.40 per share to all stockholders of record as of the close of business on December 29, 2006 and (iii) January 2008, the issuer paid a special dividend of $5.98 per share of common stock to all stockholders of record as of the close of business on December 31, 2007. In connection with each of these special dividends, the issuer's Board of Directors adjusted all options that were awarded, but not exercised, prior to the ex-dividend date for each special dividend to account for the effect of each special dividend. The number of shares subject to each such option was increased and the exercise price correspondingly decreased such that each option had the same fair value to the holder before and after giving effect to the payment of each special dividend. |
| (2) | Pursuant to the adjustments described in Footnote 1, the number of shares underlying Mr. Zuckerman's option increased by 36,132 from 1,000,000 to 1,036,132 in September 2005, by 52,052 from 1,036,132 to 1,088,184 in December 2006 and by 67,905 from 1,088,184 to 1,156,089 in December 2007, and the per share exercise price was correspondingly decreased. |
| (3) | The options vested in three equal annual installments beginning February 2, 2002. |