KILROY REALTY CORP — Director's Dealing 2016

Feb 1, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KILROY REALTY CORP (NYSE: KRC)
CIK: 0001025996
Period of Report: 2016-01-28

Reporting Person: HAWKEN JEFFREY C (EVP and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-28	Common stock, par value $0.01 per share	A	10973	—	Acquired	362148.7445	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-28	Restricted Stock Units	$	A	3635.5059	Acquired		Common Stock (3635.5059)	Direct
2016-01-28	Restricted Stock Units	$	A	16726.7359	Acquired		Common Stock (16726.7359)	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 reporting person was awarded performance units in 2014 covering a three-year performance period ending December 31, 2016. The reporting person previously reported the minimum number of units subject to the award eligible to vest based on 2014 performance. The number of units reported reflects the additional minimum number of units eligible to vest based on 2015 performance. The units remain subject to additional time-based vesting requirements. Up to an additional 8,588.3874 units may vest following 2016 based on the Issuer's relative total shareholder return for 2016.

F4: The reporting person was awarded performance units in 2015 covering a three-year performance period ending December 31, 2017. The number of units reported reflects the minimum number of units eligible to vest based on the Issuer's funds from operations per share and relative total shareholder return for 2015. The units remain subject to additional time-based vesting requirements. Up to approximately 189% of the minimum number of units reported may ultimately vest after the three-year performance period based on the Issuer's relative total shareholder return for 2016 and 2017.