Sec Form 4 Filing - HAWKEN JEFFREY C @ KILROY REALTY CORP - 2018-01-05

FORM 4 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

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1. Name and Address of Reporting Person HAWKEN JEFFREY C 2. Issuer Name and Ticker or Trading Symbol KILROY REALTY CORP [ NYSE: KRC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP and COO (Last) (First) (Middle) C/O KILROY REALTY CORPORATION, 12200 W. OLYMPIC BLVD., SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 01/05/2018 (Street) LOS ANGELES, CA90064 4. If Amendment, Date Original Filed (MM/DD/YY) 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 01/05/2018 M 110.8929 A $ 0 372,599.7686 D Common stock, par value $0.01 per share ( 1 ) 01/05/2018 F 2,292 D $ 72.14 370,307.7686 D Common stock, par value $0.01 per share ( 2 ) 01/05/2018 F 278 D $ 72.14 370,029.7686 D Common stock, par value $0.01 per share 01/09/2018 M 1,591 A $ 0 371,620.7686 D Common stock, par value $0.01 per share 01/09/2018 M 4,238 A $ 0 375,858.7686 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 ( 3 ) 01/05/2018 M 110.8929 ( 4 ) ( 4 ) Common Stock 110.8929 $ 0 117,053.3764 D Restricted Stock Units ( 5 ) 01/09/2018 M 1,591 ( 6 ) ( 6 ) Common Stock 1,591 $ 0 115,462.3764 D Restricted Stock Units ( 5 ) 01/09/2018 M 4,238 ( 7 ) ( 7 ) Common Stock 4,238 $ 0 111,224.3764 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HAWKEN JEFFREY C C/O KILROY REALTY CORPORATION 12200 W. OLYMPIC BLVD., SUITE 200 LOS ANGELES, CA90064 EVP and COO Signatures /s/ Jeffrey C. Hawken 01/09/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Common stock tendered to pay tax withholding. ( 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 and may be settled in cash under certain circumstances. ( 4 )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. ( 5 )Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. ( 6 )The restricted stock units vest, subject to continued employment with the Issuer through each vesting date, as to 1/6th of the units for each calendar year during 2013 - 2018 based on the achievement of total stockholder return hurdles on either a relative or an absolute basis for the applicable calendar year. If neither of the total stockholder return hurdles are achieved for an applicable year during the performance period, those units will remain eligible to vest in a subsequent year (ending on December 31, 2018) if the Issuer achieves a cumulative total stockholder return goal as of the end of that year. ( 7 )The restricted stock units vest, subject to continued employment with the Issuer through each vesting date, as to 1/4th of the units for each calendar year during 2016 - 2019 based on the achievement of total stockholder return hurdles on either a relative or an absolute basis for the applicable calendar year. If neither of the total stockholder return hurdles are achieved for an applicable year during the performance period, those units will remain eligible to vest in a subsequent year (ending on December 31, 2019) if the Issuer achieves a cumulative total stockholder return goal as of the end of that year.

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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