Prospectus Supplement

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-135187

Prospectus Supplement to Prospectus dated June 29, 2006

Boston Properties, Inc.

121,666 Shares of Common Stock

Unless the context otherwise requires, all references to “we,” “us” or “our company” in this prospectus supplement refer collectively to Boston Properties, Inc., a Delaware corporation, and its subsidiaries, including Boston Properties Limited Partnership, a Delaware limited partnership, and their respective predecessor entities for the applicable periods, considered as a single enterprise.

This prospectus supplement updates the prospectus dated June 29, 2006, as amended by the prospectus supplements dated October 3, 2011 and January 18, 2013, relating to the offer for sale of up to an aggregate of 121,666 shares of common stock of Boston Properties, Inc. by the selling stockholders identified in the prospectus, and any of their pledgees, donees, transferees or other successors in interest. The selling stockholders may only offer the common stock for sale if they exercise their rights to exchange their common units for cash, and we exercise our right to issue common stock to them instead of cash.

We are providing this prospectus supplement to update the table under the caption “Selling Stockholders” in the prospectus dated June 29, 2006, as amended by the prospectus supplements dated October 3, 2011 and January 18, 2013. The following updated information is based upon information provided to us by the selling stockholders and is accurate to the best of our knowledge as of July 16, 2015.

 

Stockholder

    Boston
Properties
Common
Stock
Beneficially
Owned (1)		      Boston Properties
Limited
Partnership
Common Units
Beneficially
Owned (2)		      Boston
Properties
Common
Stock
Offered
Hereby (3)		      Boston Properties
Common Stock and
Boston Properties
Limited Partnership
Common Units
Beneficially Owned
after Offering (4)		  

John O. Antonelli Trust

      0         0         0         0   

John O. Antonelli GST Exempt Trust(5)

      0         1,027.78         1,027.78         0   

John O. Antonelli Non GST Exempt Trust(5)

      1,000         332.22         1,332.22         0   

Mitchell Blankstein(6)

      4,101         8,836.07         12,937.07         0   

 

(1) Does not include common stock that may be issued upon exchange of common units beneficially held as of July 16, 2015.
(2) All units listed in this column may be exchanged, under circumstances set forth in the partnership agreement of Boston Properties Limited Partnership, for an equal number of shares of common stock. All information is as of July 16, 2015.
(3) These shares of common stock represent the common stock that the selling stockholders may acquire, or have acquired, upon presentation of common units for redemption. Such redemption may occur at any time.
(4) Assumes that all shares of common stock offered by this prospectus will be sold by the selling stockholders. In the case of each selling stockholder, the percentage of our common stock that will be held by such selling stockholder (assuming all remaining units held by such person are presented for redemption and are exchanged for common stock) after completion of this offering will be less than one percent (1%). The total number of shares of common stock outstanding used in calculating such percentage (i) is based on the total number of shares of common stock outstanding as of July 27, 2015 (153,569,519 shares) and (ii) assumes that none of the remaining units held by other persons are exchanged for common stock.

(5) Voting and investment decisions with respect to these units are made by the trustees of each of these trusts, who are Mitchell Blankstein, J. Craig Marshall and Neil Gurvitz, Esq.
(6) Includes 1,520.83 common units held directly, 4,166.16 common units and 1,000 shares of common stock held by the Antonelli Martial Trust, 1,027.78 common units held by the John O. Antonelli GST Exempt Trust, 1,637 common units and 1,000 shares of common stock held by the Lee Antonelli Trust, 152.08 common units held by the Antonelli Camberwell Trust, 1,101 shares of common stock held by the Antonelli Gifting Trust and 332.22 common units and 1,000 shares of common stock held by the John O. Antonelli Non GST Exempt Trust. Mr. Blankstein serves as a trustee of the Antonelli Marital Trust, the John O. Antonelli GST Exempt Trust, the Lee Antonelli Trust, the Antonelli Camberwell Trust, the Antonelli Gifting Trust and the John O. Antonelli Non GST Exempt Trust.

This prospectus supplement is not complete without the prospectus dated June 29, 2006, as amended by the prospectus supplements dated October 3, 2011 and January 18, 2013, and we have not authorized anyone to deliver or use this prospectus supplement without the prospectus.

The date of this prospectus supplement is July 28, 2015.