Sec Form 4/A Filing - KILROY JOHN B JR @ KILROY REALTY CORP - 2015-01-05

FORM 4/A 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person KILROY JOHN B JR 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 (Last) (First) (Middle) C/O KILROY REALTY CORPORATION, 12200 W. OLYMPIC BLVD., SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 01/05/2015 (Street) LOS ANGELES, CA90064 4. If Amendment, Date Original Filed (MM/DD/YY) 01/06/2015 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ( 1 ) 01/05/2015 M 346 A $ 0 641,843.6755 D Common stock, par value $0.01 per share ( 2 ) 01/05/2015 F 346 D $ 71.08 641,497.6755 ( 3 ) D Common stock, par value $0.01 per share 01/06/2015 S 20,617 D $ 70.9066 ( 4 ) 620,880.6755 ( 3 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Restricted Stock Units ( 1 ) ( 5 ) 01/05/2015 M 346 ( 6 ) ( 6 ) Common Stock 346 $ 0 93,616.3938 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KILROY JOHN B JR C/O KILROY REALTY CORPORATION 12200 W. OLYMPIC BLVD., SUITE 200 LOS ANGELES, CA90064 X Chairman, President and CEO Signatures /s/ Tyler H. Rose, as attorney-in-fact for John B. Kilroy, Jr. 01/16/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Due to an administrative error, the original filing did not report the disposition of 346 restricted stock units in Table II, or the related acquisition of the restricted stock units on Table I. These restricted stock units vested and were settled to cover the tax withholding related to the vesting of the first tranche of the deferred restricted stock unit award granted on January 29, 2014. ( 2 )Restricted stock units tendered to pay tax withholding. ( 3 )This transaction was correctly reported in the original Form 4, except that the aggregate holding in column 5 has been revised to reflect the acquisition of 346 restricted stock units reported on this Form 4/A. ( 4 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.73 to $71.09 inclusive. The reporting person undertakes to provide to Kilroy Realty Corporation, any security holder of Kilroy Realty Corporation, or staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 5 )Each restricted stock unit represents a contingent right to receive one share of Issuer common stock and may be settled in cash under certain circumstances. ( 6 )The restricted stock units vest over a four-year period starting on January 5, 2015, subject to continued employment with the Issuer on the applicable vesting 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.