KILROY REALTY CORP — Director's Dealing 2020

Jan 18, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KILROY REALTY CORP (NYSE: KRC)
CIK: 0001025996
Period of Report: 2020-01-15

Reporting Person: Smart Justin William (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-15	Common stock, par value $0.01 per share	A	224.8403	—	Acquired	120428.5949	Direct
2020-01-17	Common stock, par value $0.01 per share	F	2638	$82.02	Disposed	117790.5949	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-01-15	Restricted Stock Units	$	A	68.847	Acquired		Common Stock (68.847)	Direct
2020-01-15	Restricted Stock Units	$	A	93.5784	Acquired		Common Stock (93.5784)	Direct

Footnotes

F1: 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.

F2: Common stock tendered to pay tax withholding.

F3: 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.

F4: Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.

F5: 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 minimum number of units eligible to vest as a result of the crediting of restricted stock units in respect of dividend equivalent rights. The units remain subject to additional time-based vesting requirements.

F6: The reporting person was awarded performance units in 2018 covering a three-year performance period ending December 31, 2020. The reporting person previously reported the minimum number of units subject to the award eligible to vest based on 2018 performance. The number of units reported reflects the additional minimum number of units eligible to vest as a result of the crediting of restricted stock units in respect of dividend equivalent rights. The units remain subject to additional time-based vesting requirements.