Statement of Changes in Beneficial Ownership (4)
February 12 2020 - 2:58PM
Edgar (US Regulatory)
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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OMB APPROVAL
OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
*
Denien Mark A |
2. Issuer Name and Ticker or Trading Symbol
DUKE REALTY CORP
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DRE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP & CFO |
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(Last)
(First)
(Middle)
8711 RIVER CROSSING BOULEVARD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/10/2020 |
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(Street)
INDIANAPOLIS, IN 46240
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | | | | | | | | 4883 | D | |
| Common Stock | | | | | | | | 9487 | I | By 401(k) Plan |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
| LTIP Units (1) | (1) | 2/10/2020 | | J (2) | | | 4838 | (3) | (3) | Common Stock | 4838 | $0 (1) | 0 | D | |
| LTIP Units (1) | (1) | 2/10/2020 | | J (2) | | | 5558 | (4) | (4) | Common Stock | 5558 | $0 (1) | 5557 | D | |
| LTIP Units (1) | (1) | 2/10/2020 | | J (2) | | | 2621 | (5) | (5) | Common Stock | 2621 | $0 (1) | 0 | D | |
| LTIP Units (1) | (1) | 2/10/2020 | | J (2) | | | 4981 | (6) | (6) | Common Stock | 4981 | $0 (1) | 9962 | D | |
| LTIP Units (1) | (1) | 2/10/2020 | | A | | 13409 | | (7) | (7) | Common Stock | 13409 | $0 (1) | 13409 | D | |
| LTIP Units (1) | (1) | | | | | | | (8) | (8) | Common Stock | 22199 | | 22199 (10) | D | |
| Units (9) | (9) | 2/10/2020 | | J (2) | | 17998 | | (9) | (9) | Common Stock | 17998 | $0 (9) | 157269 (10) | D | |
| Explanation of Responses: |
| (1) | Represents units of limited partnership interest (LTIP Unit) in Duke Realty Limited Partnership (DRLP), of which the Issuer is the general partner, issued as long term incentive compensation pursuant to the Issuer's equity based incentive programs. When earned and vested, each LTIP Unit may be converted into a Common Unit of limited partnership interest in DRLP. Each Common Unit acquired upon the conversion of an LTIP Unit is redeemable by the holder for shares of common stock of the Issuer on a one-for-one basis. LTIP units are generally not convertible until two years from the date of the grant. |
| (2) | LTIP Units converted into Common Units of limited partnership interest in DRLP according to terms described above. |
| (3) | LTIP Units vest in three equal installments beginning on February 10, 2018 and have no expiration date. |
| (4) | LTIP Units vest in three equal installments beginning on February 10, 2019 and have no expiration date. |
| (5) | LTIP Units vest in two equal installments beginning on February 10, 2019 and have no expiration date. |
| (6) | LTIP Units vest in three equal installments beginning on February 10, 2020 and have no expiration date. |
| (7) | LTIP Units vest in three equal installments beginning on February 10, 2021 and have no expiration date. |
| (8) | LTIP Units awarded in lieu of performance share plan units, upon meeting the performance-based conditions and pursuant to Rule 16b-3(d) of Section 16b of the Securities Exchange Act of 1934. LTIP Units are awarded according to the terms described in footnote 1 and have no expiration date. |
| (9) | Represents Common Units of DRLP. Each Common Unit is redeemable by the holder for shares of common stock of the Issuer on a one-for-one basis. Common Units have no expiration date. |
| (10) | Reflects a balance change from LTIP Units to Common Units due to lapse in holding period requirement. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Denien Mark A
8711 RIVER CROSSING BOULEVARD
INDIANAPOLIS, IN 46240 |
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| EVP & CFO |
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Signatures
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| Tracy Swearingen for Mark A. Denien per POA prev. filed. | | 2/12/2020 |
| **Signature of Reporting Person | Date |
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