HIGHWOODS PROPERTIES, INC. — Director's Dealing 2015

Mar 3, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HIGHWOODS PROPERTIES INC (HIW)
CIK: 0000921082
Period of Report: 2015-02-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-27	Common Stock	A	33422	—	Acquired	416491	Direct
2015-02-27	Common Stock	A	18554	—	Acquired	435045	Direct
2015-02-27	Common Stock	F	18565	—	Disposed	416480	Direct
2015-03-01	Common Stock	F	6800	—	Disposed	409680	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-27	Stock Option (right to buy)	$45.61	A	62189	Acquired	2025-02-27	Common Stock (62189)	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: Represents the number of shares eared under the Company's Long-Term Incentive Plan - Total Shareholder Return Plan because the Company achieved above target levels of performance relative to predetermined goals.

F3: 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.

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