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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Dee Ann C. (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,General Counsel & Corp Sec
	3. Date of Earliest Transaction (Month/Day/Year) 01/25/2017
	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	01/25/2017		A		13,899	A	$0(1)	69,793(2)(3)	D
Common Stock	01/25/2017		F		706(4)	D	$26.1	69,087	D
Common Stock	01/25/2017		D		13,193	D	(5)	55,894	D
Common Stock								1,237(3)(6)	I	By Spouse
Common Stock								844(7)	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
LTIP Units(8)	(8)							(9)	(9)	Common Stock	13,594		13,594	D
Phantom Stock Units	(10)	01/25/2017		A		13,193		(10)	(10)	Common Stock	13,193	(5)	17,801(10)	D

Explanation of Responses:

1. Represents an award of performance share plan units pursuant to Rule 16b-3(d) of Section 16b of the Securities Exchange Act of 1934.

2. Between May 12, 2016 and January 27, 2017, the Reporting Person acquired 527 shares of DRE common stock through dividend reinvestment.

3. Balance reflects that shares reported in previous filings as directly owned are now reported as indirectly owned By Spouse.

4. Represents shares withheld for taxes upon the vesting of performance share plan units granted pursuant to Rule 16b-3 of Section 16b of the Securities Exchange Act of 1934.

5. Pursuant to a previous election under the Executives' Deferred Compensation Plan of Duke Realty Services Limited Partnership, upon the vesting of performance share plan units, the Reporting Person deferred the receipt of 13,193 shares of common stock and received instead 13,193 shares of phantom stock.

6. Between May 12, 2016 and January 27, 2017, the Reporting Person's Spouse acquired 37 shares of DRE common stock through dividend reinvestment.

7. Between May 12, 2016 and January 27, 2017, the Reporting Person acquired 87 shares of DRE's common stock under the Company's 401(k) plan.

8. 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.

9. LTIP Units vest in three equal installments beginning on February 10, 2017 and have no expiration date.

10. 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.

Remarks:

	Tracy Swearingen for Ann C. Dee per POA prev. filed.	01/27/2017
	** 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).
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