KILROY REALTY CORP — Director's Dealing 2015

Jan 29, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KILROY REALTY CORP (NYSE: KRC)
CIK: 0001025996
Period of Report: 2015-01-27

Reporting Person: Khouri Marcum David Eli (EVP and CIO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-27	Common stock, par value $0.01 per share	A	1991	—	Acquired	23802.3813	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-27	Restricted Stock Units	$	A	12201	Acquired		Common Stock (12201.0)	Direct

Footnotes

F1: Award of restricted stock units granted pursuant to Kilroy Realty 2006 Incentive Award Plan. Each restricted stock unit carries with it a right to receive dividend equivalents in respect of the share of stock underlying such restricted stock unit.

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

F3: The number of units reported reflects the minimum number of units eligible to vest based on the Issuer's funds from operations per share for 2014, subject to additional time-based vesting requirements. Up to approximately 143% of the number of units reported may ultimately vest after the three-year performance period ending December 31, 2016, with the actual number to be based on the Issuer's relative total shareholder return for each year in the performance period.