KILROY REALTY CORP — Director's Dealing 2022

Feb 2, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KILROY REALTY CORP (NYSE: KRC)
CIK: 0001025996
Period of Report: 2022-01-28

Reporting Person: Smart Justin William (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-01-28	Common stock, par value $0.01 per share	A	7534	—	Acquired	161118.3296	Direct
2022-01-28	Common stock, par value $0.01 per share	M	27332	—	Acquired	188450.3296	Direct
2022-01-31	Common stock, par value $0.01 per share	F	12764	$63.05	Disposed	175686.3296	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-01-28	Restricted Stock Units	$	A	11713.5596	Acquired		Common Stock (11713.5596)	Direct
2022-01-28	Restricted Stock Units	$	A	19025.8176	Acquired		Common Stock (19025.8176)	Direct
2022-01-28	Restricted Stock Units	$	M	27332.003	Disposed		Common Stock (27332.003)	Direct

Footnotes

F1: Award of restricted stock units granted pursuant to the 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: Common stock tendered to pay tax withholding.

F3: Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.

F4: The reporting person was awarded performance units in 2019 covering a three-year performance period ending December 31, 2021. The reporting person previously reported the minimum number of units subject to the award eligible to vest based on 2019 performance. The number of units reported reflects the additional number of units that vested based on 2020 and 2021 performance.

F5: The reporting person was awarded performance units in 2021 covering a three-year performance period ending December 31, 2023. The number of units reported reflects the minimum number of units eligible to vest based on 2021 performance. The units remain subject to additional time-based vesting requirements. Up to an additional 38,051.6352 units may vest for the three-year performance period based on the Issuer's performance for that three-year period.

F6: The performance units were awarded in 2019 and the final number of units subject to the award (as adjusted for dividend equivalents through January 31, 2022) was determined based on a three-year performance period ending December 31, 2021. The units are payable in shares of the Issuer's common stock.