KILROY REALTY CORP — Director's Dealing 2012

Dec 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KILROY REALTY CORP (NYSE: KRC)
CIK: 0001025996
Period of Report: 2012-12-26

Reporting Person: KILROY JOHN B JR (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-26	Common stock, par value $0.01 per share	M	14748	$47.24	Acquired	775046.0155	Direct
2012-12-26	Common stock, par value $0.01 per share	F	6883	$47.24	Disposed	768163.0155	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-26	Restricted Stock Units	$	M	14748	Disposed		Common Stock (14748)	Direct

Footnotes

F1: Common stock tendered to pay tax withholding.

F2: Each restricted stcok unit represents a contingent right to receive one share of Issuer common stock.

F3: The restricted stock units vest, subject to continued employment with the Issuer through the applicable vesting date, as to 1/7th of the shares for each calendar year during 2012 - 2018 based on the achievement of annual stockholder return hurdles on either a relative or an absolute basis for the applicable calendar year. If neither of the stockholder return hurdles are acheived for an applicable year during the performance period, those shares will remain eligible to vest in a subsequent year (ending on December 31, 2018) if the Issuer achieves a cumulative total stockholder return goal.