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 |
|
|||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
DUKE REALTY CORP [ DRE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 08/07/2003 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | 06/02/2003 | G | V | 4,500 | D | $0 | 732,039 | D | ||
Common Stock | 3,483 | I | By 401(K) Plan(1) | |||||||
Common Stock | 17,042 | I | By Zink Family Foundation, Inc.(2) | |||||||
Common Stock | 88,080 | I | By Spouse | |||||||
Common Stock | 5,067 | I | By Son | |||||||
Common Stock | 46,243 | I | By Zink Family Limited Partnership(3) |
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 | ||||||||
Units of Duke Realty Limited Partnership | (4) | 06/05/2003 | G | V | 6,316(5) | 10/04/1994 | (4) | Common Stock | 6,316 | $0 | 367,830 | D | |||
Units of Duke Realty Limited Partnership | (4) | 06/05/2003 | G | V | 6,316(5) | 10/04/1994 | (4) | Common Stock | 6,316 | $0 | 193,684 | I | By Grantor Retained Annuity Trust(6) | ||
Units of Duke Realty Limited Partnership | (4) | 10/04/1994 | (4) | Common Stock | 13,572 | 13,572 | I | By Duke Management, Inc.(7) | |||||||
Units of Duke Realty Limited Partnership | (4) | 08/07/2003 | A | 16,351 | 08/07/2004 | (4) | Common Stock | 16,351 | $27.731 | 16,351 | I | By Duke Associates No. 51 Limited Partnership(8) | |||
Employee Stock Options-Right to Buy | $15.3125 | (9) | 10/25/2005 | Common Stock | 8,108 | 8,108 | D | ||||||||
Employee Stock Options-Right to Buy | $16.0625 | (10) | 01/31/2006 | Common Stock | 10,305 | 10,305 | D | ||||||||
Employee Stock Options-Right to Buy | $19.4375 | (11) | 01/29/2007 | Common Stock | 13,010 | 13,010 | D | ||||||||
Employee Stock Options-Right to Buy | $24.25 | (12) | 01/28/2008 | Common Stock | 14,220 | 14,220 | D | ||||||||
Employee Stock Options-Right to Buy | $23.0625 | (13) | 01/26/2009 | Common Stock | 19,936 | 19,936 | D | ||||||||
Employee Stock Options-Right to Buy | $20 | (14) | 01/25/2010 | Common Stock | 28,736 | 28,736 | D | ||||||||
Employee Stock Options-Right to Buy | $24.98 | (15) | 01/31/2011 | Common Stock | 23,007 | 23,007 | D | ||||||||
Employee Stock Options-Right to Buy | $23.35 | (16) | 01/30/2012 | Common Stock | 24,613 | 24,613 | D | ||||||||
Employee Stock Options-Right to Buy | $25.42 | (17) | 02/19/2013 | Common Stock | 24,870 | 24,870 | D | ||||||||
Phantom Stock Units | (18) | (18) | (18) | Common Stock | 1,649 | 1,649 | D | ||||||||
Phantom Stock Units | (19) | (19) | (19) | Common Stock | 4,806 | 4,806 | D | ||||||||
Exchange Rights | (20) | (20) | (20) | Common Stock | 172,583 | 172,583 | I | By Duke Management, Inc.(20) |
Explanation of Responses: |
1. Between May 19, 2003 and August 7, 2003, the Reporting Person acquired 77 shares of Duke Realty Corporation's common stock under the Company's 401(K) plan. |
2. Shares owned by the Zink Family Foundation, Inc., a private charitable foundation controlled by the Reporting Person and his family. |
3. Shares owned by the Zink Family Limited Partnership, a limited partnership in which the sole general partner is the Reporting Person and the limited partnership interests are beneficially held by the Reporting Person and his family members. |
4. Units of Duke Realty Limited Partnership are convertible on a one to one basis to the Company's common stock and have no expiration date. |
5. Represents an annuity payment from the Darell E. Zink Grantor Retained Annuity Trust dated 11/27/02 to the Reporting Person. |
6. Securities held by the Darell E. Zink Grantor Retained Annuity Trust dated 11/27/02 in which the Reporting Person is grantor. The Reporting Person's children are residual beneficiaries. |
7. Represents the Reporting Person's 20.71% interest in Units owned by Duke Management, Inc. |
8. Represents the Reporting Person's 15.438% interest in Duke Associates No. 51 Limited Partnership. Pursuant to Rule 16(b)-3(d) of Section 16(b) of the Securities Exchange Act of 1934 this transaction is exempt as an acquisition from the issuer with advance approval by the board of directors. |
9. The Stock Options vested annually at a rate of 20% per year and were fully vested on 10/25/00. |
10. The Stock Options vested annually at a rate of 20% per year and were fully vested on 1/31/01. |
11. The Stock Options vested annually at a rate of 20% per year and were fully vested on 1/29/02. |
12. The Stock Options vested annually at a rate of 20% per year and were fully vested on 1/28/03. |
13. The Stock Options vest annually at a rate of 20% per year and will be fully vested on 1/26/04. |
14. The Stock Options vest annually at a rate of 20% per year and will be fully vested on 1/25/05. |
15. The Stock Options vest annually at a rate of 20% per year and will be fully vested on 1/31/06. |
16. The Stock Options vest annually at a rate of 20% per year and will be fully vested on 1/30/07. |
17. The Stock Options vest annually at a rate of 20% per year and will be fully vested on 2/19/08. |
18. Represents phantom stock units accrued under the Executive Deferred Compensation Plan of Duke Realty Services Limited Partnership. Between May 19, 2003 and August 7, 2003, the Reporting Person acquired 26 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 cash upon the Reporting Person's retirement of employment. |
19. Represents phantom stock units vested under the 2000 Performance Share Plan of Duke Realty Corporation. Between May 19, 2003 and August 7, 2003, the Reporting Person acquired 143 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 cash upon the Reporting Person's termination of employment. |
20. In the event of a change in control of Duke Realty Corporation or Duke Realty Limited Partnership; or the liquidation of Duke Realty Limited Partnership, Duke Management, Inc. has the right to exchange its limited partnership interest in Duke Realty Services Limited Partnership for 833,334 shares of Duke Realty Corporation's common stock. The Reporting Person's ownership interest in Duke Management, Inc. is 20.71%. |
Remarks: |
Darell E. Zink, Jr. by J. R. Windmiller per POA attached | 08/08/2003 | |
** 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. |