FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

KENNEDY STEVEN R
2. Issuer Name and Ticker or Trading Symbol

DUKE REALTY CORP [ DRE ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP, Construction
(Last)          (First)          (Middle)

600 E. 96TH ST, #100
3. Date of Earliest Transaction (MM/DD/YYYY)

3/4/2015
(Street)

INDIANAPOLIS, IN 46240
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock                  49288   (1) D  
 
Common Stock   3/4/2015     S    25402   D $21.10   28540   I   By Trust   (2)
Common Stock   3/5/2015     G   V 300   D $0   28240   I   By Trust   (2)
Common Stock                  2155   I   By Parent   (3)
Common Stock   3/4/2015     S    80   D $21.30   0   I   By 401(k) Plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options-Right to Buy   $34.13                      (4) 2/10/2016   Common Stock   25109     25109   D  
 
Employee Stock Options-Right to Buy   $47.88                      (5) 2/10/2017   Common Stock   25092     25092   D  
 
Employee Stock Options-Right to Buy   $23.34                      (6) 2/10/2018   Common Stock   74384     74384   D  
 
Phantom Stock Units     (7)                    (7)   (7) Common Stock   21513     21513   (7) D  
 

Explanation of Responses:
( 1)  Between February 12, 2015 and March 6, 2015, the Reporting Person acquired 388 shares of DRE common stock through dividend reinvestment.
( 2)  Securities held by the Steven R. Kennedy Revocable Trust Agreement 12/12/05 in which the Reporting Person is the grantor.
( 3)  By Steven Kennedy for investment control of the Doris H. Kennedy Living Trust and other securities held by the Reporting Person's parent. The Reporting Person disclaims any beneficial interest in these shares.
( 4)  The Stock Options vested annually at a rate of 20% per year and were fully vested on 2/10/2011.
( 5)  The Stock Options vested annually at a rate of 20% per year and were fully vested on 2/10/2012.
( 6)  The Stock Options vested annually at a rate of 20% per year and were fully vested on 2/10/2013.
( 7)  Represents phantom stock units vested under the 2000 Performance Share Plan of Duke Realty Corporation. Between February 12, 2015 and March 6, 2015, the Reporting Person acquired 169 phantom stock units through dividend reinvestment. The units are valued on a one to one basis to the Company's common stock and are to be settled in stock upon the termination of employment.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KENNEDY STEVEN R
600 E. 96TH ST, #100
INDIANAPOLIS, IN 46240


EVP, Construction

Signatures
Tracy D. Swearingen for Steven R. Kennedy per POA prev. filed. 3/6/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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