SEC Form 4
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*
KENNEDY STEVEN R
(Last) (First) (Middle)
600 E. 96TH ST, #100
(Street)
INDIANAPOLIS IN 46240
(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
03/29/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 76,151(1) D
Common Stock 64,962 I By Trust(2)
Common Stock 03/29/2012 S 16,400 D $14.15 0 I By the Carla J. Kennedy Revocable Trust(3)
Common Stock 4,350 I By Parent(4)
Common Stock 208(5) 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 (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
Employee Stock Options-Right to Buy $24.6905 (6) 02/19/2013 Common Stock 5,583 5,583 D
Employee Stock Options-Right to Buy $31.5771 (7) 01/28/2014 Common Stock 7,276 7,276 D
Employee Stock Options-Right to Buy $31.4022 (8) 02/10/2015 Common Stock 24,883 24,883 D
Employee Stock Options-Right to Buy $34.13 (9) 02/10/2016 Common Stock 25,109 25,109 D
Employee Stock Options-Right to Buy $47.88 (10) 02/10/2017 Common Stock 25,092 25,092 D
Employee Stock Options-Right to Buy $23.34 (11) 02/10/2018 Common Stock 74,384 74,384 D
Phantom Stock Units (12) (12) (12) Common Stock 18,983 18,983(12) D
Explanation of Responses:
1. Between February 14, 2012 and March 30, 2012, the Reporting Person acquired 921 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. Securities held by the Carla J. Kennedy Revocable Trust Agreement 12/12/05 in which the Reporting Person is the grantor.
4. 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.
5. Between February 14, 2012 and March 30, 2012, the Reporting Person acquired 3 shares of DRE's common stock under the Company's 401(k) plan.
6. The Stock Options vested annually at a rate of 20% per year and were fully vested on 2/19/2008.
7. The Stock Options vested annually at a rate of 20% per year and were fully vested on 1/28/2009.
8. The Stock Options vested annually at a rate of 20% per year and were fully vested on 2/10/2010.
9. The Stock Options vested annually at a rate of 20% per year and were fully vested on 2/10/2011.
10. The Stock Options vested annually at a rate of 20% per year and were fully vested on 2/10/2012.
11. The Stock Options vest annually at a rate of 20% per year and will be fully vested on 2/10/2013.
12. Represents phantom stock units vested under the 2000 Performance Share Plan of Duke Realty Corporation. Between February 14, 2012 and March 30, 2012, the Reporting Person acquired 230 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.
Remarks:
Tracy D. Swearingen for Steven R. Kennedy per POA prev. filed. 03/30/2012
** 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.