SEC Form 4 · accession 0001025996-17-000027
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 13, 2017
Accepted (ET)
Jan 18, 2017 · 8:12 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 13, 2017 | A | 15,428 | $0.00 | A | 674,752 | D | |
| Common stock, par value $0.01 per shareF2 | Jan 18, 2017 | F | 8,571 | $73.53 | D | 666,181 | 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 UnitsF3,F4,F5 | — | Jan 13, 2017 | A | 940 | A | — | — | Common Stock | 940 | 275,715 | D |
| Restricted Stock UnitsF3,F6,F7 | — | Jan 13, 2017 | A | 2,888 | A | — | — | Common Stock | 2,888 | 278,603 | D |
| Restricted Stock UnitsF3,F6,F8 | — | Jan 13, 2017 | A | 1,372 | A | — | — | Common Stock | 1,372 | 279,975 | D |
Explanation of responses
- F1Grant 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.
- F2Common stock tendered to pay tax withholding.
- F3Crediting 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.
- F4Each restricted stock unit represents a contingent right to receive one share of Issuer common stock and may be settled in cash under certain circumstances.
- F5The 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.
- F6Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.
- F7The 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 and 2015 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.
- F8The 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 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.