SEC Form 4 · accession 0001025996-19-000040
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
Feb 1, 2019
Accepted (ET)
Feb 5, 2019 · 9:31 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 | Feb 1, 2019 | A | 21,463 | $0.00 | A | 1,011,579 | D | |
| Common stock, par value $0.01 per share | Feb 1, 2019 | M | 119,384 | $0.00 | A | 1,130,963 | D | |
| Common stock, par value $0.01 per shareF2 | Feb 4, 2019 | F | 59,191 | $69.89 | D | 1,071,772 | 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 | — | Feb 1, 2019 | A | 9,850 | A | — | — | Common Stock | 9,850 | 238,381 | D |
| Restricted Stock UnitsF3,F5 | — | Feb 1, 2019 | A | 60,759 | A | — | — | Common Stock | 60,759 | 299,140 | D |
| Restricted Stock UnitsF3,F6 | — | Feb 1, 2019 | M | 119,384 | D | — | — | Common Stock | 119,384 | 179,756 | 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.
- F2Restricted stock units tendered to pay tax withholding.
- F3Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.
- F4The reporting person was awarded performance units in 2016 covering a three-year performance period ending December 31, 2018. The reporting person previously reported the minimum number of units subject to the award eligible to vest based on 2016 and 2017 performance. The number of units reported reflects the additional number of units that vested based on 2018 performance.
- F5The reporting person was awarded performance units in 2018 covering a three-year performance period ending December 31, 2020. The number of units reported reflects the minimum number of units eligible to vest based on 2018 performance. The units remain subject to additional time-based vesting requirements. Up to an additional 121,517.6760 units may vest for the three-year performance period based on the Issuer's performance for that three-year period.
- F6The performance units were awarded in 2016 and the final number of units subject to the award (as adjusted for dividend equivalents through February 1, 2019) was determined based on a three-year performance period ending December 31, 2018. The units are payable in shares of the Issuer's common stock.