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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
KILROY REALTY CORP [ NYSE: KRC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/29/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 03/29/2005 | S | 364,200(1) | D | (2) | 0 | I | By Kilroy Industries | ||
Common stock, par value $0.01 per share | 218,304 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Common Limited Partnership Units of Kilroy Realty, L.P. | (3) | 03/29/2005 | S | 600,052(1) | 01/31/1999 | (4) | Common Stock | 600,052 | (2) | 5,481(5) | I | By Kilroy Technologies LLC and Kilroy Airport Imperial Co. | |||
Common Limited Partnership Units of Kilroy Realty, L.P. | (3) | 04/30/1999 | (4) | Common Stock | 854,937 | 854,937 | D |
Explanation of Responses: |
1. Transfer represents the disposition of the beneficial ownership interest in the referenced security as a result of the transfer of Mr. Kilroy's interest in Kilroy Industries, the record owner of the referenced securities. |
2. The reported securities are held by Kilroy Industries. On March 29, 2005, the reporting person sold his entire interest in Kilroy Industries. The amount of the purchase price attributable to the reported securities is indeterminate. |
3. Common Limited Partnership Units of Kilroy Realty, L.P. may be redeemed, at the option of Kilroy Realty Corporation, for shares of Kilroy Realty Corporation common stock on a one-for-one basis. |
4. There is no expiration date related to the redemption of Common Limited Partnership Units of Kilroy Realty, L.P. for shares of Kilroy Realty Corporation Common Stock. |
5. Includes (a) 4,348 Common Limited Partnership Units owned by Kilroy Technologies LLC (for which Mr. Kilroy disclaims beneficial ownership except to the extent of his interest in Kilroy Technologies LLC), and (b) 1,133 Common Limited Partnership Units owned by Kilroy Airport Imperial Co. (for which Mr. Kilroy disclaims beneficial ownership except to the extent of his interest in Kilroy Airport Imperial Co.). |
Remarks: |
/s/ Tyler H. Rose, as attorney-in-fact for John B. Kilroy, Jr. | 03/29/2005 | |
** 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. |