SEC Form 4 · accession 0001025996-16-000284
KILROY REALTY CORP · KRC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John B Kilroy Jr.
Officer — Chairman, President and CEO · Director
Period of report
Jan 28, 2016
Accepted (ET)
Feb 1, 2016 · 8:23 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001025996
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stock, par value $0.01 per shareF1 | Jan 28, 2016 | A | 26,677 | $0.00 | A | 655,702 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2,F3 | — | Jan 28, 2016 | A | 9,626 | A | — | — | Common Stock | 9,626 | 184,986 | D |
| Restricted Stock UnitsF1,F2,F4 | — | Jan 28, 2016 | A | 43,204 | A | — | — | Common Stock | 43,204 | 228,190 | D |
Explanation of responses
- F1Award of restricted stock units granted pursuant to 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.
- F2Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.
- F3The reporting person was awarded performance units in 2014 covering a three-year performance period ending December 31, 2016. The reporting person previously reported the minimum number of units subject to the award eligible to vest based on 2014 performance. The number of units reported reflects the additional minimum number of units eligible to vest based on 2015 performance. The units remain subject to additional time-based vesting requirements. Up to an additional 22,740.2295 units may vest following 2016 based on the Issuer's relative total shareholder return for 2016.
- F4The reporting person was awarded performance units in 2015 covering a three-year performance period ending December 31, 2017. 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 2015. The units remain subject to additional time-based vesting requirements. Up to approximately 279% of the minimum number of units reported may ultimately vest after the three-year performance period based on the Issuer's relative total shareholder return for 2016 and 2017.