Item 2. Unregistered Sales of Equity Securities
ITEM 2—Unregistered Sales of Equity Securities and Use of Proceeds
Boston Properties, Inc.
(a) None.
(b) Not Applicable.
(c) Issuer Purchases of Equity Securities.
Period (a)
Total Number of Shares of Common Stock Purchased (b)
Average Price Paid per Common Share (c)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (d)
Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased
April 1, 2021 – April 30, 2021
— $ — N/A N/A
May 1, 2021 – May 31, 2021
554 (1) $ 111.67 N/A N/A
June 1, 2021 – June 30, 2021
686 (2) $ 104.77 N/A N/A
Total 1,240 $ 107.85 N/A N/A
___________
(1) Represents shares of restricted common stock of BXP surrendered by employees to BXP to satisfy such employees’ tax withholding obligations in connection with the vesting of restricted common stock.
(2) Includes 88 shares of restricted common stock of BXP repurchased in connection with the termination of a certain employee’s employment with BXP and 598 shares of restricted common stock of BXP surrendered by employees to BXP to satisfy such employees’ tax withholding obligations in connection with the vesting of restricted common stock. Under the terms of the applicable restricted stock award agreements, the 88 shares were repurchased by BXP at a price of $0.01 per share, which was the amount originally paid by such employee for such shares.
On April 1, 2021, BXP redeemed 80,000 shares of Series B Preferred Stock (including the corresponding 8,000,000 Depositary Shares), which represented all of the outstanding shares of Series B Preferred Stock and all of the outstanding Depositary Shares. In connection with the redemption of the Series B Preferred Stock, all outstanding shares of the Series B Preferred Units, which had terms and preferences generally mirroring those of the Series B Preferred Stock, were redeemed by BPLP.
Boston Properties Limited Partnership
(a) Each time BXP issues shares of stock (other than in exchange for common units when such common units are presented for redemption), it contributes the proceeds of such issuance to BPLP in return for an equivalent number of partnership units with rights and preferences analogous to the shares issued. During the three months ended June 30, 2021, in connection with issuances of common stock by BXP pursuant to issuances to non-employee directors of restricted common stock under the 2021 Plan, BPLP issued an aggregate of 3,855 common units to BXP in exchange for $38.55, the aggregate proceeds of such common stock issuances to BXP. Such units were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
(b) Not Applicable.
(c) Issuer Purchases of Equity Securities.
Period (a)
Total Number of Units Purchased (b)
Average Price Paid per Unit (c)
Total Number of Units Purchased as Part of Publicly Announced Plans or Programs (d)
Maximum Number (or Approximate Dollar Value) of Units that May Yet be Purchased
April 1, 2021 – April 30, 2021 — $ — N/A N/A
May 1, 2021 – May 31, 2021 554 (1) $ 111.67 N/A N/A
June 1, 2021 – June 30, 2021 686 (2) $ 104.77 N/A N/A
Total 1,240 $ 107.85 N/A N/A
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Ta ble of Contents
___________
(1) Represents common units previously held by BXP that were redeemed in connection with the surrender of shares of restricted common stock of BXP by employees to BXP to satisfy such employees’ tax withholding obligations in connection with the vesting of restricted common stock.
(2) Includes 88 common units previously held by BXP that were redeemed in connection with the repurchase of shares of restricted common stock of BXP in connection with the termination of a certain employee’s employment with BXP and 598 common units previously held by BXP that were redeemed in connection with the surrender of shares of restricted common stock of BXP by employees to BXP to satisfy such employees’ tax withholding obligations in connection with the vesting of restricted common stock. Under the terms of the applicable restricted stock award agreement, such shares were repurchased at a price of $0.01 per share, which was the amount originally paid by such employee for such shares.
ITEM 3—Defaults Upon Senior Securities.
None.
ITEM 4—Mine Safety Disclosures.
None.
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