KILROY REALTY CORP — Director's Dealing 2012

Apr 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KILROY REALTY CORP (NYSE: KRC)
CIK: 0001025996
Period of Report: 2012-03-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-30	Common Stock, par value $0.01 per share	A	103238	—	Acquired	822018.1824	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-30	Restricted Stock Units	$	A	103239	Acquired		Common Stock (103239)	Direct

Footnotes

F1: Represents an award of restricted stock units vesting in seven equal annual installments on December 31 of each of 2012 - 2018, subject to continued employment with the Issuer on the applicable vesting date.

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

F3: The restricted stock units vest as to 1/7th of the shares on December 31 of each of 2012 - 2018 subject to the achievement of annual stockholder return hurdles on either a relative or an absolute basis for the applicable calendar year as well as continued employment with the Issuer through each vesting date. If neither of the stockholder return hurdles are achieved 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.