FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DUKE REALTY CORP [ DRE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/05/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 05/13/2004 | G | V | 4,000 | D | $0 | 644,787 | D | ||
Common Stock | 08/05/2004 | S | 100,000 | D | $32 | 544,787 | D | |||
Common Stock | 3,820(1) | I | By 401(K) Plan | |||||||
Common Stock | 17,042 | I | By Zink Family Foundation, Inc.(2) | |||||||
Common Stock | 88,080 | I | By Spouse | |||||||
Common Stock | 5,067 | I | By Son |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
Units of Duke Realty Limited Partnership | (3) | 06/10/2004 | G | V | 11,138 | (4) | (3) | Common Stock | 11,138 | (3) | 423,193 | D | |||
Units of Duke Realty Limited Partnership | (3) | 06/10/2004 | G | V | 11,138 | 10/04/1994 | (3) | Common Stock | 11,138 | (3) | 154,672 | I | By Grantor Retained Annuity Trust(5) | ||
Units of Duke Realty Limited Partnership | (3) | 10/04/1994 | (3) | Common Stock | 13,572 | 13,572 | I | By Duke Management, Inc.(6) | |||||||
Employee Stock Options-Right to Buy | $19.4375 | (7) | 01/29/2007 | Common Stock | 13,010 | 13,010 | D | ||||||||
Employee Stock Options-Right to Buy | $24.25 | (8) | 01/28/2008 | Common Stock | 14,220 | 14,220 | D | ||||||||
Employee Stock Options-Right to Buy | $23.0625 | (9) | 01/26/2009 | Common Stock | 19,936 | 19,936 | D | ||||||||
Employee Stock Options-Right to Buy | $20 | (10) | 01/25/2010 | Common Stock | 28,736 | 28,736 | D | ||||||||
Employee Stock Options-Right to Buy | $24.98 | (11) | 01/31/2011 | Common Stock | 23,007 | 23,007 | D | ||||||||
Employee Stock Options-Right to Buy | $23.35 | (12) | 01/30/2012 | Common Stock | 24,613 | 24,613 | D | ||||||||
Employee Stock Options-Right to Buy | $25.42 | (13) | 02/19/2013 | Common Stock | 24,870 | 24,870 | D | ||||||||
Employee Stock Options-Right to Buy | $32.51 | (14) | 01/28/2014 | Common Stock | 14,142 | 14,142 | D | ||||||||
Phantom Stock Units | (15) | (15) | (15) | Common Stock | 1,750 | 1,750(15) | D | ||||||||
Phantom Stock Units | (16) | (16) | (16) | Common Stock | 6,531 | 6,531(16) | D | ||||||||
Exchange Rights | (17) | (17) | (17) | Common Stock | 172,583 | 172,583 | I | By Duke Management, Inc.(17) |
Explanation of Responses: |
1. Between March 8, 2004 and August 5, 2004, the Reporting Person acquired 72 shares of Duke Realty Corporation's common stock under the Company's 401(k) plan. |
2. Shares owned by the Zink Family Foundation, Inc., a private charitable foundation controlled by the Reporting Person and his family. |
3. Units of Duke Realty Limited Partnership are convertible on a one to one basis to the Company's common stock and have no expiration date. |
4. The date on which 395,704 of these units were exercisable was October 4, 1994. The date on which 16,351 units will be exercisable is August 7, 2004. |
5. Securities held by the Darell E. Zink Grantor Retained Annuity Trust dated 11/27/02 in which the Reporting Person is grantor. The Reporting Person's children are residual beneficiaries. |
6. Represents the Reporting Person's 20.71% interest in Units owned by Duke Management, Inc. |
7. The Stock Options vested annually at a rate of 20% per year and were fully vested on 1/29/02. |
8. The Stock Options vested annually at a rate of 20% per year and were fully vested on 1/28/03. |
9. The Stock Options vested annually at a rate of 20% per year and were fully vested on 1/26/04. |
10. The Stock Options vest annually at a rate of 20% per year and will be fully vested on 1/25/05. |
11. The Stock Options vest annually at a rate of 20% per year and will be fully vested on 1/31/06. |
12. The Stock Options vest annually at a rate of 20% per year and will be fully vested on 1/30/07. |
13. The Stock Options vest annually at a rate of 20% per year and will be fully vested on 2/19/08. |
14. The Stock Options vest annually at a rate of 20% per year and will be fully vested on 1/28/09. |
15. Represents phantom stock units accrued under the Executives' Deferred Compensation Plan of Duke Realty Services Limited Partnership. Between March 8, 2004 and August 5, 2004, the Reporting Person acquired 24 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 cash upon the Reporting Person's termination of employment. |
16. Represents phantom stock units vested under the 2000 Performance Share Plan of Duke Realty Corporation. Between March 8, 2004 and August 5, 2004, the Reporting Person acquired 134 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 cash upon the Reporting Person's termination of employment. |
17. In the event of a change in control of Duke Realty Corporation or Duke Realty Limited Partnership; or the liquidation of Duke Realty Limited Partnership, Duke Management, Inc. has the right to exchange its limited partnership interest in Duke Realty Services Limited Partnership for 833,334 shares of Duke Realty Corporation's common stock. The Reporting Person's ownership interest in Duke Management, Inc. is 20.71%. |
Remarks: |
Valerie J. Steffen for Darell E. Zink, Jr. per POA previously filed | 08/06/2004 | |
** Signature of Reporting Person | 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). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |