SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* RITCHEY RAYMOND A (Last) (First) (Middle) C/O BOSTON PROPERTIES, INC. 505 9TH STREET, NW (Street) WASHINGTON DC 20004 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol BOSTON PROPERTIES INC [ BXP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Executive Vice President
	3. Date of Earliest Transaction (Month/Day/Year) 06/27/2011
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $.01	06/10/2011		G	V	500	D	$0	48,087	D
Common Stock, par value $.01								18,317	I	By Ritchey, LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: 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
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

Explanation of Responses:

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.

Remarks:

	/s/ Kelli A. DiLuglio, Attorney-in-Fact	06/29/2011
	** 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 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).
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