−Removed: ITEM 2—Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
+Added: ITEM 2—Unregistered Sales of Equity Securities and Use of Proceeds
Boston Properties, Inc.
−Removed: (a) During the three months ended September 30, 2023, BXP issued an aggregate of 79,076 shares of common stock in exchange for 79,076 common units of limited partnership held by certain limited partners of BPLP.
−Removed: Of these shares, 6,836 shares were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
−Removed: We relied on the exemption under Section 4(a)(2) based upon factual representations received from the limited partner who received the common shares.
(b) Not Applicable.
5 unchanged sentences
Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased under the Plans or Programs
−Removed: July 1, 2023 – July 31, 2023 — $ — N/A N/A
−Removed: August 1, 2023 – August 31, 2023 — $ — N/A N/A
−Removed: September 1, 2023 – September 30, 2023 3,046 (1) $ 53.80 N/A N/A
+Added: January 1, 2024 – January 31, 2024 11,271 (1) $ 69.96 N/A N/A
+Added: February 1, 2024 – February 29, 2024 1,275 (1) $ 63.69 N/A N/A
+Added: March 1, 2024 – March 31, 2024 — $ — N/A N/A
Total 12,546 $ 69.32 N/A N/A
−Removed: (1) Includes 561 shares of restricted common stock of BXP repurchased in connection with the termination of certain employees’ employment with BXP.
−Removed: 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 employees for such shares.
−Removed: Also Includes 2,485 shares of common stock of BXP surrendered by a certain employee to BXP to satisfy such employee’s tax withholding obligations in connection with the vesting of restricted common stock.
+Added: (1) Represents 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.
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.
−Removed: During the three months ended September 30, 2023, in connection with issuances of common stock by BXP pursuant to purchases under the Boston Properties, Inc.
+Added: During the three months ended March 31, 2024, in connection with issuances of common stock by BXP pursuant to issuances of restricted common stock to employees under the Boston Properties, Inc.
+Added: 2021 Stock Incentive Plan and purchases of common stock under the Boston Properties, Inc.
1999 Employee Stock Purchase Plan, BPLP issued an aggregate of 84,546 common units to BXP in exchange for approximately $0.5 million, the aggregate proceeds of such common stock issuances to BXP.
6 unchanged sentences
Maximum Number (or Approximate Dollar Value) of Units that May Yet be Purchased Under the Plans or Programs
−Removed: July 1, 2023 – July 31, 2023 — $ — N/A N/A
−Removed: August 1, 2023 – August 31, 2023 — $ — N/A N/A
−Removed: September 1, 2023 – September 30, 2023 3,681 (1) $ 44.56 N/A N/A
+Added: January 1, 2024 – January 31, 2024 11,271 (1) $ 69.96 N/A N/A
+Added: February 1, 2024 – February 29, 2024 158,242 (2) $ 0.76 N/A N/A
+Added: March 1, 2024 – March 31, 2024 2,449 (3) $ 0.25 N/A N/A
Total 171,962 $ 5.29 N/A N/A
−Removed: (1) Includes 561 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 635 LTIP units that were repurchased by BPLP in connection with the termination of a certain employee’s employment with BXP.
−Removed: Under the terms of the applicable restricted stock award agreements and LTIP unit vesting agreement, 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 employees for such shares and units.
−Removed: Also includes 2,485 common units previously held by BXP that were redeemed in connection with the surrender of shares of common stock of BXP by a certain employee to BXP to satisfy such employee’s tax withholding obligations in connection with the vesting of restricted common stock.
+Added: (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.
+Added: (2) Includes 155,625 2021 MYLTIP units.
+Added: The measurement period for such 2021 MYLTIP units ended on February 1, 2024 and BXP’s total return to stockholders was sufficient for employees to earn and therefore become eligible to vest in a portion of the 2021 MYLTIP units.
+Added: Also includes 1,342 LTIP units that were repurchased in connection with the termination of an employee’s employment with BXP.
+Added: Under the terms of the applicable 2021 MYLTIP award agreements and LTIP unit vesting agreements, the 155,625 unearned 2021 MYLTIP units and 1,342 LTIP units were repurchased at a price of $0.25 per unit, which was the amount originally paid by each employee for the units.
+Added: Also includes 1,275 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.
+Added: (3) Represents LTIP units that were repurchased in connection with the termination of an employee’s employment with BXP.
+Added: Under the terms of the applicable LTIP unit vesting agreements, the LTIP units were repurchased at a price of $0.25 per unit, which was the amount originally paid by the employee for the units.
ITEM 3—Defaults Upon Senior Securities.
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.