FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Einiger Carol B.
2. Issuer Name and Ticker or Trading Symbol

BOSTON PROPERTIES INC [ BXP ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O BOSTON PROPERTIES, INC., 800 BOYLSTON STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

9/30/2021
(Street)

BOSTON, MA 02199
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock Units  (1)9/30/2021  A   242.27     (2) (2)Common Stock, par value $0.01 242.27 $108.35 22265.99 (3)D  

Explanation of Responses:
(1) The Phantom Stock Units convert to Common Stock on a 1-for-1 basis.
(2) The Phantom Stock Units are awarded under the Boston Properties, Inc. 2021 Stock Incentive Plan (the "2021 Plan") to non-employee directors who elected to receive Phantom Stock Units in lieu of directorcash compensation fees. The Phantom Stock Units are to be settled in shares of Common Stock (except that fractional units, if any, will be settled in cash) in a lump sum or in ten annual installments, at the Reporting Person's election, following the Reporting Person's retirement from the Boston Properties, Inc. Board of Directors. In addition, non-employee directors who elect a deferred payout following their retirement may elect to convert not less than 100% of their notional investment from Common Stock to a deemed investment in one or more measurement funds. This election may only be made after the director's service on the Board of Directors ends. A director's account that has been converted to measurement funds will be settled in cash instead of Common Stock.
(3) Includes 182.35 Phantom Stock Units received pursuant to dividend equivalent rights which were credited to the Reporting Person on July 30, 2021.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Einiger Carol B.
C/O BOSTON PROPERTIES, INC.
800 BOYLSTON STREET
BOSTON, MA 02199
X



Signatures
/s/ Kelli A. DiLuglio, as Attorney-in-Fact10/4/2021
**Signature of Reporting PersonDate

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