KILROY REALTY CORP — Director's Dealing 2016

Dec 14, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KILROY REALTY CORP (NYSE: KRC)
CIK: 0001025996
Period of Report: 2016-12-13

Reporting Person: HAWKEN JEFFREY C (EVP and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-13	Common stock, par value $0.01 per share	M	3180	—	Acquired	370389.3212	Direct
2016-12-13	Common stock, par value $0.01 per share	M	4238	—	Acquired	374627.3212	Direct
2016-12-14	Common stock, par value $0.01 per share	F	3872	$75.54	Disposed	370755.3212	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-13	Restricted Stock Units	$	M	3180	Disposed		Common Stock (3180.0)	Direct
2016-12-13	Restricted Stock Units	$	M	4238	Disposed		Common Stock (4238.0)	Direct

Footnotes

F1: Common stock tendered to pay tax withholding.

F2: Each restricted stock 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 each vesting date, as to 1/6th of the units for each calendar year during 2013 - 2018 based on the achievement of total stockholder return hurdles on either a relative or an absolute basis for the applicable calendar year. If neither of the total stockholder return hurdles are achieved for an applicable year during the performance period, those units will remain eligible to vest in a subsequent year (ending on December 31, 2018) if the Issuer achieves a cumulative total stockholder return goal as of the end of that year.

F4: The restricted stock units vest, subject to continued employment with the Issuer through each vesting date, as to 1/4th of the units for each calendar year during 2016 - 2019 based on the achievement of total stockholder return hurdles on either a relative or an absolute basis for the applicable calendar year. If neither of the total stockholder return hurdles are achieved for an applicable year during the performance period, those units will remain eligible to vest in a subsequent year (ending on December 31, 2019) if the Issuer achieves a cumulative total stockholder return goal as of the end of that year.