Sec Form 4 Filing - KENNEDY STEVEN R @ DUKE REALTY CORP - 2016-03-09

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
KENNEDY STEVEN R
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, Construction
(Last) (First) (Middle)
600 E. 96TH ST, #100
3. Date of Earliest Transaction (MM/DD/YY)
03/09/2016
(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 42,369 ( 1 ) D
Common Stock 03/09/2016 S 25,018 D $ 21.28 28,240 I By Trust ( 2 )
Common Stock 03/09/2016 G V 355 D $ 0 27,885 I By Trust ( 2 )
Common Stock 1,545 I By Parent ( 3 )
Common Stock 03/09/2016 S 85 D $ 21.21 0 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 S ecurities
(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
Employee Stock Options-Right to Buy $ 47.68 ( 4 ) 02/10/2017 Common Stock 25,092 25,092 D
Employee Stock Options-Right to Buy $ 23.14 ( 5 ) 02/10/2018 Common Stock 74,384 74,384 D
Phantom Stock Units ( 6 ) ( 6 ) ( 6 ) Common Stock 22,507 22,507 ( 6 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KENNEDY STEVEN R
600 E. 96TH ST, #100
INDIANAPOLIS, IN46240
EVP, Construction
Signatures
Tracy D. Swearingen for Steven R. Kennedy per POA prev. filed. 03/10/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Between February 12, 2016 and March 10, 2016, the Reporting Person acquired 366 shares of DRE common stock through dividend reinvestment.
( 2 )Securities held by the Steven R. Kennedy Revocable Trust Agreement 12/12/05 in which the Reporting Person is the grantor.
( 3 )By Steven Kennedy for investment control of the Doris H. Kennedy Living Trust and other securities held by the Reporting Person's parent. The Reporting Person disclaims any beneficial interest in these shares.
( 4 )The Stock Options vested annually at a rate of 20% per year and were fully vested on 2/10/2012.
( 5 )The Stock Options vested annually at a rate of 20% per year and were fully vested on 2/10/2013.
( 6 )Represents phantom stock units vested under the 2000 Performance Share Plan of Duke Realty Corporation. Between February 12, 2016 and March 10, 2016, the Reporting Person acquired 195 shares of common stock 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.

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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