HIGHWOODS PROPERTIES, INC. — Director's Dealing 2017

Mar 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HIGHWOODS PROPERTIES INC (HIW)
CIK: 0000921082
Period of Report: 2017-03-01

Reporting Person: Klinck Theodore J (EVP/COO/CIO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-01	Common Stock	A	12016	$0.00	Acquired	64586	Direct
2017-03-01	Common Stock	A	2626	$0.00	Acquired	67212	Direct
2017-03-01	Common Stock	F	5699	$0.00	Disposed	61513	Direct
2017-03-02	Common Stock	M	1800	$36.50	Acquired	63313	Direct
2017-03-02	Common Stock	S	1800	$52.28	Disposed	61513	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-01	Employee Stock Option (right to buy)	$52.49	A	23036	Acquired	2027-02-28	Common Stock (23036)	Direct
2017-03-02	Employee Stock Option (right to buy)	$36.50	M	1800	Disposed	2020-02-28	Common Stock (1800)	Direct

Footnotes

F1: Consists of time-based restricted stock that vests ratably over four years on March 1st of each year after the grant date and total return-based restricted stock that vests at the end of the applicable measurement period to the extent actual performance exceeds certain levels of performance.

F2: Represents the number of shares earned 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 tax liabilities.

F4: Represents the weighted average sale price. Sale prices range from $52.25 - $52.32.

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