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
July 1, 2022 – July 31, 2022
1,346 (1) $ 27.10 N/A N/A
August 1, 2022 – August 31, 2022
873 (2) $ 0.01 N/A N/A
September 1, 2022 – September 30, 2022
4,731 (3) $ 82.87 N/A N/A
Total 6,950 $ 61.66 N/A N/A
___________
(1) Includes 937 shares of restricted common stock of BXP repurchased in connection with the termination of a certain employee’s employment with BXP. Under the terms of the applicable restricted stock award agreements, the 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. Also includes 409 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.
(2) Represents shares of restricted common stock of BXP repurchased in connection with the termination of a certain employee’s employment with BXP. Under the terms of the applicable restricted stock award agreements, the 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.
(3) 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 common 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 September 30, 2022, in connection with issuances of c 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 8,754 common units to BXP in exchange for approximately $0.37 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.
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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
July 1, 2022 – July 31, 2022 3,001 (1)(3) $ 12.29 N/A N/A
August 1, 2022 – August 31, 2022 1,175 (2)(3) $ 0.07 N/A N/A
September 1, 2022 – September 30, 2022 4,731 (4) $ 82.87 N/A N/A
Total 8,907 $ 48.17 N/A N/A
___________
(1) Includes 937 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 and 1,655 LTIP units that were repurchased by BPLP in connection with the termination of certain employees’ employment with BXP. Also includes 409 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.
(2) Includes 873 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 and 302 LTIP units that were repurchased by BPLP in connection with the termination of certain employees’ employment with BXP.
(3) Under the terms of the applicable restricted stock award agreements and LTIP unit vesting agreements, the shares were repurchased at a price of $0.01 per share and the LTIP units were repurchased at a price of $0.25 per unit, which were the amounts originally paid by the employees for the shares and units.
(4) Represents 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.
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.