SEC FORM 4

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).

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

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
X	Officer (give title below)	Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2019

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock, par value $0.01 per share⁽¹⁾	02/01/2019		A		21,463	A	$0	1,011,579.1273	D
Common stock, par value $0.01 per share	02/01/2019		M		119,384	A	$0	1,130,963.1273	D
Common stock, par value $0.01 per share⁽²⁾	02/04/2019		F		59,191	D	$69.89	1,071,772.1273	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	02/01/2019		A		9,849.7698		⁽⁴⁾	⁽⁴⁾	Common Stock	9,849.7698	$0	238,381.4828	D
Restricted Stock Units	⁽³⁾	02/01/2019		A		60,758.838		⁽⁵⁾	⁽⁵⁾	Common Stock	60,758.838	$0	299,140.3208	D
Restricted Stock Units	⁽³⁾	02/01/2019		M			119,384.045	⁽⁶⁾	⁽⁶⁾	Common Stock	119,384.045	$0	179,756.2758	D

Explanation of Responses:

1. Award 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.

2. Restricted stock units tendered to pay tax withholding.

3. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.

4. The 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.

5. The 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.

6. The 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.

Remarks:

	/s/ Tyler H. Rose, as attorney-in-fact for John B. Kilroy, Jr.	02/05/2019
	** 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).
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