HIGHWOODS PROPERTIES, INC. — Director's Dealing 2014

May 6, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HIGHWOODS PROPERTIES INC (HIW)
CIK: 0000921082
Period of Report: 2014-05-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-02	Common Stock	M	31651	$18.89	Acquired	419059	Direct
2014-05-02	Common Stock	M	50000	$29.48	Acquired	469059	Direct
2014-05-02	Common Stock	S	81651	$40.35	Disposed	387408	Direct
2014-05-05	Common Stock	M	25246	$29.48	Acquired	412654	Direct
2014-05-05	Common Stock	S	25246	$40.32	Disposed	387408	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-02	Stock Option (right to buy)	$18.89	M	31651	Disposed	2016-02-28	Common Stock (31651)	Direct
2014-05-02	Stock Option (right to buy)	$29.48	M	50000	Disposed	2015-03-02	Common Stock (50000)	Direct
2014-05-05	Stock Option (right to buy)	$29.48	M	25246	Disposed	2015-03-02	Common Stock (25246)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	70	Indirect

Footnotes

F1: Stock Options are scheduled to expire within 1 year if not exercised.

F2: Represents the weighted average sale price. Sale prices range from $40.17- $40.74

F3: 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.

F4: Represents the weighted average sale price. Sale prices range from $40.25 - $40.41

F5: Options vest ratably over 4 years on March 1st of each year after the grant date.