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, 2022 – April 30, 2022
— $ — N/A N/A
May 1, 2022 – May 31, 2022
307 (1) $ 89.15 N/A N/A
June 1, 2022 – June 30, 2022
— $ — N/A N/A
Total 307 $ 89.15 N/A N/A
___________
(1) Represents shares of BXP common stock surrendered by an employee to BXP to satisfy such employee’s tax withholding obligations in connection with the vesting of restricted common stock.
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, 2022, in connection with issuances of shares of restricted common stock to non-employee directors under the Boston Properties, Inc. 2021 Stock Incentive Plan, BPLP issued an aggregate of 3,760 common units to BXP in exchange for $37.60, 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, 2022 – April 30, 2022 746 (1) $ 0.25 N/A N/A
May 1, 2022 – May 31, 2022 3,477 (2) $ 8.10 N/A N/A
June 1, 2022 – June 30, 2022 — $ — N/A N/A
Total 4,223 $ 6.71 N/A N/A
___________
(1) Represents LTIP units that were repurchased by BPLP in connection with the termination of a certain employee’s employment with BXP. Under the terms of the applicable LTIP unit vesting agreements, such LTIP units were repurchased at a price of $0.25 per unit, which was the amount originally paid by such employee for such units.
(2) Includes 2,507 LTIP units, 229 2021 MYLTIP units and 434 2022 MYLTIP units that were repurchased by BPLP in connection with the termination of a certain employee’s employment with BXP. Under the terms of the applicable LTIP unit and MYLTIP unit vesting agreements, such LTIP units and MYLTIP units were repurchased at a price of $0.25 per unit, which was the amount originally paid by such employee for such units. Also includes 307 common units previously held by BXP that were redeemed in connection with the surrender of shares of restricted common stock of BXP by an employee to BXP to satisfy such employee’s tax withholding obligations in connection with the vesting of restricted common stock.
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ITEM 3—Defaults Upon Senior Securities.
None.
ITEM 4—Mine Safety Disclosures.
None.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.