KILROY REALTY CORP — Director's Dealing 2017

Feb 7, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KILROY REALTY CORP (NYSE: KRC)
CIK: 0001025996
Period of Report: 2017-02-03

Reporting Person: Smart Justin William (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-06	Common stock, par value $0.01 per share	M	670	—	Acquired	76836.2377	Direct
2017-02-06	Common stock, par value $0.01 per share	F	670	$73.30	Disposed	76166.2377	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-03	Restricted Stock Units	$	A	2037.0072	Acquired		Common Stock (2037.0072)	Direct
2017-02-03	Restricted Stock Units	$	A	17854.4973	Acquired		Common Stock (17854.4973)	Direct
2017-02-06	Restricted Stock Units	$	M	670	Disposed		Common Stock (670.0)	Direct

Footnotes

F1: Restricted stock units tendered to pay tax withholding.

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 2015 covering a three-year performance period ending December 31, 2017. The reporting person previously reported the minimum number of units subject to the award eligible to vest based on 2015 performance. The number of units reported reflects the additional minimum number of units eligible to vest based on 2016 performance. The units remain subject to additional time-based vesting requirements. Up to an additional 5,067.3632 units may vest following 2017 based on the Issuer's relative total shareholder return for 2017.

F4: The reporting person was awarded performance units in 2016 covering a three-year performance period ending December 31, 2018. 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 2016. The units remain subject to additional time-based vesting requirements. Up to an additional 17,852.4009 units may ultimately vest after the three-year performance period based on the Issuer's relative total shareholder return for 2017 and 2018.

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.