Amended Statement of Ownership (sc 13g/a)
February 11 2016 - 5:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Boston
Properties, Inc.
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
101121101
(CUSIP Number)
December 31, 2015
(Date of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule
13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover
page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
13G
|
|
|
CUSIP No. 101121101 |
|
Page 2 of 6 Pages |
|
|
|
|
|
|
|
1. |
|
Names of
reporting persons Mortimer B. Zuckerman |
2. |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3. |
|
SEC use only
|
4. |
|
Citizenship or place of
organization United States of America |
Number of
shares beneficially
owned by each
reporting person
with: |
|
5. |
|
Sole voting power
9,229,685 (FN1) |
|
6. |
|
Shared voting power
none |
|
7. |
|
Sole dispositive power
9,229,685 (FN1) |
|
8. |
|
Shared dispositive power
none |
9. |
|
Aggregate amount beneficially owned by each reporting person
9,229,685 |
10. |
|
Check if the aggregate amount in Row
(9) excludes certain shares (see instructions)
¨ |
11. |
|
Percent of class represented by amount
in Row (9) 5.7% |
12. |
|
Type of reporting person (see
instructions) IN |
2
13G
|
|
|
CUSIP No. 101121101 |
|
Page 3 of 6 Pages |
|
|
|
|
|
|
|
Item 1 |
|
(a). |
|
Name of Issuer: |
|
|
|
|
|
|
|
Boston Properties, Inc. |
|
|
|
Item 1 |
|
(b). |
|
Address of Issuers Principal Executive Offices: |
|
|
|
|
|
|
|
800 Boylston Street, Suite 1900, Boston, MA 02199
|
|
|
|
Item 2 |
|
(a). |
|
Name of Person Filing: |
|
|
|
|
|
|
|
Mortimer B. Zuckerman |
|
|
|
Item 2 |
|
(b). |
|
Address of Principal Business Office or, if none, Residence: |
|
|
|
|
|
|
|
510 Madison Avenue, New York, NY 10022 |
|
|
|
Item 2 |
|
(c). |
|
Citizenship: |
|
|
|
|
|
|
|
United States of America |
|
|
|
Item 2 |
|
(d). |
|
Title of Class of Securities: |
|
|
|
|
|
|
|
Common Stock |
|
|
|
Item 2 |
|
(e). |
|
CUSIP No.: |
|
|
|
|
|
|
|
101121101 |
|
|
Item 3. |
|
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
|
|
|
|
|
|
(a) |
|
¨ |
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
|
|
|
|
|
|
(b) |
|
¨ |
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
|
|
|
|
|
|
(c) |
|
¨ |
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
|
|
|
|
|
|
(d) |
|
¨ |
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
|
|
|
|
|
|
(e) |
|
¨ |
|
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
|
|
|
|
|
|
(f) |
|
¨ |
|
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
|
|
|
|
|
|
(g) |
|
¨ |
|
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
|
|
|
|
|
|
(h) |
|
¨ |
|
A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
|
|
|
|
|
(i) |
|
¨ |
|
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
|
|
|
|
|
|
(j) |
|
¨ |
|
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
|
|
|
|
|
|
(k) |
|
¨ |
|
Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
|
|
|
|
|
|
|
|
|
|
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
3
13G
|
|
|
CUSIP No. 101121101 |
|
Page 4 of 6 Pages |
|
(a) |
Amount beneficially owned: |
9,229,685 (FN1)
5.7%
|
(c) |
Number of shares as to which such person has: |
|
(i) |
Sole power to vote or to direct the vote |
9,229,685 (FN1)
|
(ii) |
Shared power to vote or to direct the vote |
None
|
(iii) |
Sole power to dispose or to direct the disposition of |
9,229,685 (FN1)
|
(iv) |
Shared power to dispose or to direct the disposition of |
None
Item 5. |
Ownership of 5 Percent or Less of a Class. |
If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨
Item 6. |
Ownership of More than 5 Percent on Behalf of Another Person. |
Not applicable
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable
Item 8. |
Identification and Classification of Members of the Group. |
Not applicable
Item 9. |
Notice of Dissolution of Group. |
Not applicable
Not applicable
4
13G
|
|
|
CUSIP No. 101121101 |
|
Page 5 of 6 Pages |
(FN1) |
Includes (i) 718,844 shares of common stock, $0.01 par value per share (Common Stock), of Boston Properties, Inc., a Delaware corporation; (ii) 7,667,160 common units of limited partnership
interest in Boston Properties Limited Partnership, a Delaware limited partnership (Common Units), of which Boston Properties, Inc. is the general partner, that are redeemable for cash or exchangeable for shares of Common Stock on a
one-for-one basis at the option of Boston Properties, Inc., 46,474 of which are held by limited partnerships of which the sole general partners are limited liability companies of which Mr. Zuckerman is the sole manager; (iii) 637,304 long
term incentive units (LTIP Units) of partnership interest in Boston Properties Limited Partnership, that, upon the satisfaction of certain conditions, are convertible into Common Units; and (iv) 206,377 shares of Common Stock
underlying exercisable options. Under the rules issued by the Securities and Exchange Commission regarding beneficial ownership of securities, beneficial ownership of Common Stock includes (i) any shares as to which the individual or entity has
sole or shared voting power or investment power and (ii) any shares which could be purchased by the exercise of options at or within 60 days of December 31, 2015. The Reporting Person has opted to include in this report his beneficial
ownership of Common Units and LTIP Units which are convertible into Common Units even though ownership of such units does not constitute beneficial ownership of Common Stock under Rule 13d-3 because, pursuant to section 8.6 of the limited
partnership agreement of Boston Properties Limited Partnership, the holder of the Common Units does not have the right to require Boston Properties, Inc. to redeem the Common Units in exchange for shares of Common Stock. |
5
13G
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
|
February 11, 2016 |
(Date) |
|
/s/ Mortimer B. Zuckerman |
(Signature) |
|
Mortimer B. Zuckerman |
(Name) |
6
Boston Properties (NYSE:BXP)
Historical Stock Chart
From Mar 2024 to Apr 2024
Boston Properties (NYSE:BXP)
Historical Stock Chart
From Apr 2023 to Apr 2024