HIGHWOODS PROPERTIES, INC. — Director's Dealing 2013

Mar 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HIGHWOODS PROPERTIES INC (HIW)
CIK: 0000921082
Period of Report: 2013-02-28

Reporting Person: FRITSCH EDWARD J (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-28	Common Stock	A	39420	—	Acquired	377174	Direct
2013-03-01	Common Stock	F	10320	—	Disposed	366854	Direct
2013-03-01	Common Stock	M	50000	$26.15	Acquired	416854	Direct
2013-03-01	Common Stock	S	50000	$36.57	Disposed	366854	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-28	Stock Option (right to buy)	$36.50	A	54462	Acquired	2020-02-28	Common Stock (54462)	Direct
2013-03-01	Stock Option (right to buy)	$26.15	M	50000	Disposed	2014-02-28	Common Stock (50000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	70	Indirect

Footnotes

F1: Restricted stock is granted by the Company and not purchased by the reporting person.

F2: In accordance with the terms of the initial restricted stock award and in connection with the vesting of the award, the reporting person tendered a portion of the restricted stock award to the issuer in satisfaction of his tax liabilities.

F3: Stock Options are scheduled to expire within 1 year if not exercised.

F4: Represents the weighted average sale price. Sale prices range from $36.50 - $36.79

F5: The reporting person upon request by the Commission staff, the issuer, or a security holder of the issuer, agrees to disclose full information regarding the number of shares sold at each separate price.

F6: Options vest ratably over 4 years on March 1st of each year after the grant date.