SEC FORM 4

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^*

Denien Mark A

(Last)

(First)

(Middle)

600 E 96TH ST, #100

(Street)

INDIANAPOLIS

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 & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2018

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/10/2018		F		2,852⁽¹⁾	D	$25.37	53,565	D
Common Stock								9,324	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
LTIP Units⁽²⁾	⁽²⁾	02/10/2018		J⁽³⁾			5,516	⁽⁴⁾	⁽⁴⁾	Common Stock	5,516	$0⁽²⁾	0	D
LTIP Units⁽²⁾	⁽²⁾	02/10/2018		J⁽³⁾			7,423	⁽⁵⁾	⁽⁵⁾	Common Stock	7,423	$0⁽²⁾	7,422	D
LTIP Units⁽²⁾	⁽²⁾	02/10/2018		J⁽³⁾			4,839	⁽⁶⁾	⁽⁶⁾	Common Stock	4,839	$0⁽²⁾	9,677	D
LTIP Units⁽²⁾	⁽²⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	14,749		14,749	D
LTIP Units⁽²⁾	⁽²⁾	02/10/2018		A		16,673		⁽⁷⁾	⁽⁷⁾	Common Stock	16,673	$0⁽²⁾	16,673	D
LTIP Units⁽²⁾	⁽²⁾	02/10/2018		A		5,242		⁽⁸⁾	⁽⁸⁾	Common Stock	5,242	$0⁽²⁾	5,242	D
Units⁽¹⁰⁾	⁽¹⁰⁾	01/31/2018		J⁽³⁾		17,778		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	17,778	$0⁽¹⁰⁾	52,783	D

Explanation of Responses:

1. 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.

2. 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.

3. LTIP Units converted into Common Units of limited partnership interest in DRLP according to terms described above.

4. LTIP Units vest in three equal installments beginning on February 10, 2016 and have no expiration date.

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

6. LTIP Units vest in three equal installments beginning on February 10, 2018 and have no expiration date.

7. LTIP Units vest in three equal installments beginning on February 10, 2019 and have no expiration date.

8. LTIP Units vest in two equal installments beginning on February 10, 2019 and have no expiration date.

9. LTIP Units awarded in lieu of performance share plan units, upon meeting the performance-based conditions, pursuant to Rule 16b-3(d) of Section 16b of the Securities Exchange Act of 1934 vest in three years on January 31, 2021 and have no expiration date.

10. 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.

Remarks:

	Tracy Swearingen for Mark A. Denien per POA prev. filed.	02/13/2018
	** 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).
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