Sec Form 4 Filing - Connor James B. @ DUKE REALTY CORP - 2021-01-27

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) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 8711 RIVER CROSSING BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 01/27/2021 (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 161,758 D Common Stock 8,653 I By the Linda P. Connor Declaration of Trust dated 6/30/2005 Common Stock 13,971 ( 1 ) 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 ( 2 ) ( 2 ) ( 2 ) Common Stock 15,136 15,136 ( 2 ) D LTIP Units ( 3 ) ( 3 ) ( 4 ) ( 4 ) Common Stock 16,007 16,007 D LTIP Units ( 3 ) ( 3 ) ( 5 ) ( 5 ) Common Stock 28,700 28,700 D LTIP Units ( 3 ) ( 3 ) ( 6 ) ( 6 ) Common Stock 41,567 41,567 D LTIP Units ( 3 ) ( 3 ) 01/27/2021 A 59,690 ( 7 ) ( 7 ) ( 7 ) Common Stock 59,690 $ 0 ( 7 ) 123,865 D Units ( 8 ) ( 8 ) 01/27/2021 A 96,045 ( 9 ) ( 8 ) ( 8 ) Common Stock 96,045 $ 0 ( 9 ) 372,547 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Connor James B. 8711 RIVER CROSSING BOULEVARD INDIANAPOLIS, IN46240 X President and CEO Signatures Neal A. Lewis for James B. Connor per POA prev. filed. 01/29/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Between August 31, 2020 and January 29, 2021, the Reporting Person acquired 226 shares of DRE's common stock under the Company's 401(k) plan. ( 2 )Represents phantom stock units vested under the 2000 Performance Share Plan of Duke Realty Corporation. Between August 31, 2020 and January 29, 2021, the Reporting Person acquired 192 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. ( 3 )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. ( 4 )LTIP Units vest in three equal installments beginning on February 10, 2019 and have no expiration date. ( 5 )LTIP Units vest in three equal installments beginning on February 10, 2020 and have no expiration date. ( 6 )LTIP Units vest in three equal installments beginning on February 10, 2021 and have no expiration date. ( 7 )LTIP Units awarded in lieu of performance share plan units and upon meeting the performance-based conditions, 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 3 and have no expiration date. ( 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 performance-based metrics, pursuant to Rule 16b-3(d) of Section 16b of the Securities Exchange Act of 1934.

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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