KILROY REALTY CORP — Director's Dealing 2020

Feb 5, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KILROY REALTY CORP (NYSE: KRC)
CIK: 0001025996
Period of Report: 2020-01-31

Reporting Person: KILROY JOHN B JR (Director, Chairman, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-31	Common stock, par value $0.01 per share	M	85733	—	Acquired	1116986.8455	Direct
2020-02-03	Common stock, par value $0.01 per share	F	42507	$82.57	Disposed	1074479.8455	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-01-31	Restricted Stock Units	$	A	44907.5748	Acquired		Common Stock (44907.5748)	Direct
2020-01-31	Restricted Stock Units	$	A	57739.1154	Acquired		Common Stock (57739.1154)	Direct
2020-01-31	Restricted Stock Units	$	M	85733.2291	Disposed		Common Stock (85733.2291)	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 2017 covering a three-year performance period ending December 31, 2019. The reporting person previously reported the minimum number of units subject to the award eligible to vest based on 2017 and 2018 performance. The number of units reported reflects the additional number of units that vested based on 2019 performance.

F4: The reporting person was awarded performance units in 2019 covering a three-year performance period ending December 31, 2021. The number of units reported reflects the minimum number of units eligible to vest based on 2019 performance. The units remain subject to additional time-based vesting requirements. Up to an additional 115,478.2309 units may vest for the three-year performance period based on the Issuer's performance for that three-year period.

F5: The performance units were awarded in 2017 and the final number of units subject to the award (as adjusted for dividend equivalents through January 31, 2020) was determined based on a three-year performance period ending December 31, 2019. The units are payable in shares of the Issuer's common stock.