Sec Form 4 Filing - Dee Ann C. @ DUKE REALTY CORP - 2017-02-10

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 Dee Ann C. 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,General Counsel & Corp Sec (Last) (First) (Middle) 600 E 96TH ST., #100 3. Date of Earliest Transaction (MM/DD/YY) 02/10/2017 (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 02/10/2017 A 9,534 A $ 0 ( 1 ) 65,428 D Common Stock 02/10/2017 F 2,595 ( 2 ) D $ 25.26 62,833 D Common Stock 1,237 I By Spouse Common Stock 879 ( 3 ) 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 LTIP Units ( 4 ) ( 4 ) 02/10/2017 J( 5 ) 4,532 ( 6 ) ( 6 ) Common Stock 4,532 $ 0 ( 4 ) 9,062 D Units ( 7 ) ( 7 ) 02/10/2017 J( 5 ) 4,532 ( 7 ) ( 7 ) Common Stock 4,532 $ 0 ( 7 ) 4,532 D Phantom Stock Units ( 8 ) ( 8 ) ( 8 ) Common Stock 17,801 17,801 ( 8 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dee Ann C. 600 E 96TH ST., #100 INDIANAPOLIS, IN46240 EVP,General Counsel & Corp Sec Signatures Tracy Swearingen for Ann C. Dee per POA prev. filed. 02/14/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents an award of restricted stock units pursuant to Rule 16b-3(d) of Section 16b of the Securities Exchange Act of 1934. ( 2 )Represents shares withheld for taxes upon the vesting of restricted stock units granted pursuant to Rule 16b-3 of Section 16b of the Securities Exchange Act of 1934. ( 3 )Between January 27, 2017 and February 14, 2017, the Reporting Person acquired 35 shares of DRE's common stock under the Company's 401(k) plan. ( 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. ( 5 )LTIP Units converted into Common Units of limited partnership interest in DRLP according to terms described above. ( 6 )LTIP Units vest in three equal installments beginning on February 10, 2017 and have no expiration date. ( 7 )Represents 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. Common Units have no expiration date. ( 8 )Represents phantom stock units accrued under the Executives' Deferred Compensation Plan of Duke Realty Services Limited Partnership. The units are valued on a one to one basis to the Company's common stock and are to be settled in cash and/or stock upon the Reporting Person's 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).

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