HIGHWOODS PROPERTIES, INC. — Director's Dealing 2014

Mar 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HIGHWOODS PROPERTIES INC (HIW)
CIK: 0000921082
Period of Report: 2014-02-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-28	Common Stock	A	40014	—	Acquired	405075	Direct
2014-03-01	Common Stock	F	12542	—	Disposed	392533	Direct
2014-03-01	Common Stock	D	5125	—	Disposed	387408	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-28	Stock Option (right to buy)	$37.71	A	54243	Acquired	2024-02-28	Common Stock (54243)	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: Represents the number of shares forfeited under the Company's Long-Term Incentive Plan - Total Shareholder Return Plan because the Company achieved above threshold, but not target, levels of performance relative to predetermined goals.

F4: Options vest ratably over 4 years on March 1st of each year after the grant date.