KILROY REALTY CORP — Director's Dealing 2015

Jan 16, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KILROY REALTY CORP (NYSE: KRC)
CIK: 0001025996
Period of Report: 2015-01-14

Reporting Person: Roth Heidi Rena (SVP, CAO and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-14	Common stock, par value $0.01 per share	A	6	—	Acquired	30755.8506	Direct
2015-01-14	Common stock, par value $0.01 per share	F	3	$72.40	Disposed	30752.8506	Direct
2015-01-14	Common stock, par value $0.01 per share	A	148.0954	—	Acquired	30900.946	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-14	Restricted Stock Units	$	A	17.8608	Acquired		Common Stock (17.8608)	Direct

Footnotes

F1: Grant of common stock in respect of dividend equivalents pursuant to the Kilroy Realty 2006 Incentive Award Plan; fractional shares were eliminated by a rounding up to the nearest whole number.

F2: Common stock tendered to pay tax withholding.

F3: Grant of restricted stock units in respect of dividend equivalent rights with respect to underlying restricted stock unit awards previously reported on Table I, which were granted pursuant to the Kilroy Realty 2006 Incentive Award Plan and the terms of the applicable award agreement.

F4: Crediting of restricted stock units in respect of dividend equivalent rights with respect to underlying restricted stock unit awards previously reported on Table II, which were granted pursuant to the Kilroy Realty 2006 Incentive Award Plan and the terms of the applicable award agreement.

F5: Each restricted stock unit represents a contingent right to receive one share of Issuer common stock and may be settled in cash under certain circumstances.

F6: The restricted stock units vest over a four-year period starting on January 5, 2015, subject to continued employment with the Issuer on the applicable vesting date.