BXP, Inc. 10-Q

ITEM 2—Unregistered Sales of Equity Securities and Use of Proceeds Boston Properties, Inc. (a) During the three months ended March 31, 2022, BXP issued an aggregate of 141,188 shares of common stock in exchange for 141,188 common units of limited partnership held by certain limited 72 Table of Contents partners of BPLP. Of these shares, 100,000 shares were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. BXP relied on the exemption under Section 4(a)(2) based upon factual representations received from the limited partners who received the common shares. (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 January 1, 2022 – January 31, 2022 8,276 (1) $ 109.30 N/A N/A February 1, 2022 – February 28, 2022 3,841 (2) $ 4.70 N/A N/A March 1, 2022 – March 31, 2022 1,323 (3) $ 0.01 N/A N/A Total 13,440 $ 68.65 N/A N/A ___________ (1) Includes 985 shares of restricted common stock of BXP repurchased in connection with the termination of an employee’s employment with BXP. Under the terms of the applicable restricted stock award agreements, such shares were repurchased at a price of $0.01 per share, which was the amount originally paid by such employee for such shares. Also includes 7,291 shares of 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 3,685 shares of restricted common stock of BXP repurchased in connection with the termination of certain employees’ employment with BXP. Under the terms of the applicable restricted stock award agreements, such shares were repurchased at a price of $0.01 per share, which was the amount originally paid by such employee for such shares and units. Also includes 156 shares of 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. (3) Represents shares of restricted common stock of BXP repurchased in connection with the termination of an employee’s employment with BXP. Under the terms of the applicable restricted stock award agreements, such shares were repurchased at a price of $0.01 per share, which was the amount originally paid by such employee for such shares. 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 March 31, 2022, in connection with issuances of common stock by BXP pursuant to issuances of restricted common stock to employees under the Boston Properties, Inc. 2021 Stock Incentive Plan and purchases of common stock under the Boston Properties, Inc. 1999 Employee Stock Purchase Plan, BPLP issued an aggregate of 39,116 common units to BXP in exchange for approximately $0.5 million, 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. 73 Table of Contents 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 January 1, 2022 – January 31, 2022 8,276 (1) $ 109.30 N/A N/A February 1, 2022 – February 28, 2022 152,075 (2) $ 0.36 N/A N/A March 1, 2022 – March 31, 2022 1,323 (3) $ 0.01 N/A N/A Total 161,674 $ 5.94 N/A N/A ___________ (1) Includes 985 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 an employee’s employment with BXP. Under the terms of the applicable restricted stock award agreements, such shares were repurchased at a price of $0.01 per share, which was the amount originally paid by such employee for such shares. Also includes 7,291 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 3,685 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 certain employees’ employment with BXP and 3,617 LTIP units and 574 2021 MYLTIP units that were repurchased by BPLP in connection with the termination of certain employees’ employment with BXP. Under the terms of the applicable restricted stock award agreements and LTIP unit vesting agreements, such shares were repurchased at a price of $0.01 per share and such LTIP units were repurchased at a price of $0.25 per unit, which were the amounts originally paid by such employee for such shares and units. Also includes 144,043 2019 MYLTIP units. The measurement period for such 2019 MYLTIP units ended on February 4, 2022 and BXP’s total return to stockholders was sufficient for employees to earn and therefore become eligible to vest in a portion of the 2019 MYLTIP units. Under the terms of the applicable 2019 MYLTIP award agreements, the 144,043 unearned 2019 MYLTIP units were repurchased at a price of $0.25 per 2019 MYLTIP unit, which was the amount originally paid by each employee for the units. Also includes 156 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. (3) Represents 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 an employee’s employment with BXP. Under the terms of the applicable restricted stock award agreements, 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.