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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (2) | 02/03/2017 | M | 95,346.1994 | (3) | (3) | Common Stock | 95,346.1994 | $ 0 | 184,628.4748 | D | ||||
| Restricted Stock Units | (4) | 02/03/2017 | A | 12,982.0409 | (5) | (5) | Common Stock | 12,982.0409 | $ 0 | 197,610.5157 | D | ||||
| Restricted Stock Units | (4) | 02/03/2017 | A | 56,906.2966 | (6) | (6) | Common Stock | 56,906.2966 | $ 0 | 254,516.8123 | D | ||||
| Restricted Stock Units | (2) | 02/06/2017 | M | 22,734.5009 | (7) | (7) | Common Stock | 22,734.5009 | $ 0 | 231,782.3114 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| KILROY JOHN B JR C/O KILROY REALTY CORPORATION 12200 W. OLYMPIC BLVD., SUITE 200 LOS ANGELES, CA 90064 |
X | Chairman, President and CEO | ||
| /s/ Tyler H. Rose, as attorney-in-fact for John B. Kilroy, Jr. | 02/07/2017 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Common stock tendered to pay tax withholding. |
| (2) | 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. |
| (3) | The reporting person was awarded performance units in 2014 covering a three-year performance period ending December 31, 2016. The total number of units subject to the award that actually vested were paid in an equivalent number of shares of Issuer common stock with the fractional share amount settled in cash. |
| (4) | Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. |
| (5) | 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 32,305.2435 units may vest following 2017 based on the Issuer's relative total shareholder return for 2017. |
| (6) | 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 113,812.5933 units may ultimately vest after the three-year performance period based on the Issuer's relative total shareholder return for 2017 and 2018. |
| (7) | 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. Fractional share amount settled in cash. |