Sec Form 4 Filing - Connor James B. @ DUKE REALTY CORP - 2015-03-23

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
Connor James B.
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)
Sr EVP and COO
(Last) (First) (Middle)
600 E 96TH ST, #100
3. Date of Earliest Transaction (MM/DD/YY)
03/23/2015
(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
Common Stock 03/23/2015 S 9,000 D $ 22.51 111,247 ( 1 ) D
Common Stock 9,666 ( 2 ) I By 401(k) Plan
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
Phantom Stock Units ( 3 ) ( 3 ) ( 3 ) Common Stock 12,293 12,293 ( 3 ) D
LTIP Units ( 4 ) ( 4 ) ( 4 ) ( 4 ) Common Stock 24,399 24,399 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Connor James B.
600 E 96TH ST, #100
INDIANAPOLIS, IN46240
Sr EVP and COO
Signatures
Tracy Swearingen for James B. Connor per POA prev. filed. 03/24/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Between February 12, 2015 and March 24, 2015, the Reporting Person acquired 562 shares of DRE common stock through dividend reinvestment.
( 2 )Between February 12, 2015 and March 24, 2015, the Reporting Person acquired 445 shares of DRE's common stock under the Company's 401(k) plan.
( 3 )Represents phantom stock units vested under the 2000 Performance Share Plan of Duke Realty Corporation. Between February 12, 2015 and March 24, 2015, the Reporting Person acquired 97 phantom stock units through dividend reinvestment. The units are valued on a one to one basis to the Company's common stock and are to be settled in stock upon the termination of employment.
( 4 )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 earned and vested, each LTIP Unit may be converted 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 are generally not convertible until two years from the date of the grant. LTIP Units vest in three equal installments beginning on February 10, 2016 and have no expiration 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).
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