Sec Form 4 Filing - Denien Mark A @ DUKE REALTY CORP - 2022-10-03

Insider filing report for Changes in Beneficial Ownership
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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
Denien Mark A
2. Issuer Name and Ticker or Trading Symbol
DUKE REALTY CORP [ DRE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP & CFO
(Last) (First) (Middle)
8711 RIVER CROSSING BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
10/03/2022
(Street)
INDIANAPOLIS, IN46240
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
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
LTIP Units( 1 ) ( 1 ) 10/03/2022 D 4,469 ( 2 ) ( 2 ) Common Stock 4,469 ( 2 ) 0 D
LTIP Units( 1 ) ( 1 ) 10/03/2022 D 8,188 ( 3 ) ( 3 ) Common Stock 8,188 ( 3 ) 0 D
LTIP Units( 1 ) ( 1 ) 10/03/2022 D 10,724 ( 4 ) ( 4 ) Common Stock 10,724 ( 4 ) 0 D
LTIP Units( 1 ) ( 1 ) 10/03/2022 A 38,418 ( 5 ) ( 5 ) Common Stock 38,418 ( 5 ) 101,532 D
LTIP Units( 1 ) ( 1 ) 10/03/2022 D 38,418 ( 6 ) ( 6 ) Common Stock 38,418 $ 51.88( 6 ) 63,114 D
LTIP Units( 1 ) ( 1 ) 10/03/2022 D 63,114 ( 7 ) ( 7 ) Common Stock 63,114 ( 7 ) 0 D
Units( 8 ) ( 8 ) 10/03/2022 A 72,828 ( 8 ) ( 8 ) Common Stock 72,828 ( 9 ) 152,282 D
Units( 8 ) ( 8 ) 10/03/2022 D 152,282 ( 10 ) ( 10 ) Common Stock 152,282 ( 10 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Denien Mark A
8711 RIVER CROSSING BOULEVARD
INDIANAPOLIS, IN46240
EVP & CFO
Signatures
Neal A. Lewis for Mark A. Denien per POA prev. filed. 10/05/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents units of limited partnership interest (LTIP Unit) in Duke Realty Limited Partnership (DRLP), of which the Issuer is the general partner, issued as long term incentive compensation pursuant to the Issuer's equity based incentive programs. When both earned and vested, each LTIP Unit will automatically convert into a Common Unit of limited partnership interest in DRLP. Each Common Unit acquired upon the conversion of an LTIP Unit is redeemable by the holder for shares of common stock of the Issuer on a one-for-one basis. LTIP Units converted to Common Units are generally not redeemable until two years from the date of the grant.
( 2 )Disposed of pursuant to merger agreement between issuer and Prologis, Inc. in exchange for 2,122 OP common units of Prologis, L.P. having a market value of $101.60 per unit on the effective date of the merger.
( 3 )Disposed of pursuant to merger agreement between issuer and Prologis, Inc. in exchange for 3,889 OP common units of Prologis, L.P. having a market value of $101.60 per unit on the effective date of the merger.
( 4 )Disposed of pursuant to merger agreement between issuer and Prologis, Inc. in exchange for 5,093 OP common units of Prologis, L.P. having a market value of $101.60 per unit on the effective date of the merger.
( 5 )LTIP Units awarded in lieu of performance share plan units, upon meeting the change in control performance-based conditions and pursuant to Rule 16b-3(d) of Section 16b of the Securities Exchange Act of 1934. LTIP Units are awarded according to the terms described in footnote 1 and have no expiration date.
( 6 )This award was canceled in the merger in exchange for a cash payment of $1,993,059.
( 7 )Disposed of pursuant to merger agreement between issuer and Prologis, Inc. in exchange for 29,979 OP common units of Prologis, L.P. having a market value of $101.60 per unit on the effective date of the merger.
( 8 )Represents LTIP Units that have converted to Common Units of DRLP. Each Common Unit is redeemable by the holder for shares of common stock of the Issuer on a one-for-one basis. LTIP Units converted to Common Units are generally not redeemable until two years from the date of grant and have no expiration date.
( 9 )Represents Common Units of DRLP awarded in lieu of performance share plans units according to the terms described in footnote 8, upon meeting the change in control performance-based metrics, pursuant to Rule 16b-3(d) of Section 16b of the Securities Exchange Act of 1934.
( 10 )Disposed of pursuant to merger agreement between issuer and Prologis, Inc. in exchange for 72,333 OP common units of Prologis, L.P. having a market value of $101.60 per unit on the effective date of the merger.

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