SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
KILROY JOHN B JR
(Last) (First) (Middle)
C/O KILROY REALTY CORPORATION
12200 W. OLYMPIC BLVD., SUITE 200
(Street)
LOS ANGELES CA 90064
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
KILROY REALTY CORP [ NYSE: KRC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/01/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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, par value $0.01 per share 02/01/2024 M 273,358 A $0 1,039,777.0637 D
Common stock, par value $0.01 per share 02/01/2024 M 217,166 A $0 1,256,943.0637 D
Common stock, par value $0.01 per share 02/01/2024 M 416,979 A $0 1,673,922.0637 D
Common stock, par value $0.01 per share(1) 02/02/2024 F 62,057 D $35.2 1,611,865.0637 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Restricted Stock Units (2) 02/01/2024 A 227,798.8106 (3) (3) Common Stock 227,798.8106 $0 313,950.4011 D
Restricted Stock Units (2) 02/01/2024 A 176,574.4552 (4) (4) Common Stock 176,574.4552 $0 490,524.8563 D
Restricted Stock Units (2) 02/01/2024 A 416,979.5031 (5) (5) Common Stock 416,979.5031 $0 907,504.3594 D
Restricted Stock Units (2) 02/01/2024 M 273,358.5725 (6) (6) Common Stock 273,358.5725 $0 634,145.7869 D
Restricted Stock Units (2) 02/01/2024 M 217,166.2838 (7) (7) Common Stock 217,166.2838 $0 416,979.5031 D
Restricted Stock Units (2) 02/01/2024 M 416,979.5031 (8) (8) Common Stock 416,979.5031 $0 0 D
Explanation of Responses:
1. Restricted stock units tendered to pay tax withholding.
2. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.
3. The reporting person was awarded performance units in 2021 covering a three-year performance period ending December 31, 2023. The reporting person previously reported the minimum number of units subject to the award eligible to vest based on 2021 performance. The number of units reported reflects the additional number of units that vested based on 2022 and 2023 performance.
4. The reporting person was awarded performance units in 2022. The reporting person previously reported the minimum number of units subject to the award eligible to vest based on 2022 performance. The number of units reported reflects the additional number of units that vested based on performance through the reporting person's January 21, 2024 retirement date.
5. The reporting person was awarded performance units in 2023. The number of units reported reflects the number of units that vested based on performance through the reporting person's January 21, 2024 retirement date.
6. The performance units were awarded in 2021 and the final number of units subject to the award (as adjusted for dividend equivalents through January 31, 2024) was determined based on a three-year performance period ending December 31, 2023. The units are payable in shares of the Issuer's common stock.
7. The performance units were awarded in 2022 and the final number of units subject to the award (as adjusted for dividend equivalents through January 31, 2024) was determined based on a performance period ending on the reporting person's January 21, 2024 retirement date. The units are payable in shares of the Issuer's common stock.
8. The performance units were awarded in 2023 and the final number of units subject to the award (as adjusted for dividend equivalents through January 31, 2024) was determined based on a performance period ending on the reporting person's January 21, 2024 retirement date. The units are payable in shares of the Issuer's common stock.
Remarks:
/s/ Heidi R. Roth, as attorney-in-fact for John B. Kilroy, Jr. 02/05/2024
** 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 Number.
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