Statement of Changes in Beneficial Ownership (4)
05 Octubre 2022 - 5:23PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
*
Denien Mark A |
2. Issuer Name and Ticker or Trading Symbol
DUKE REALTY CORP
[
DRE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP & CFO |
(Last)
(First)
(Middle)
8711 RIVER CROSSING BOULEVARD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/3/2022 |
(Street)
INDIANAPOLIS, IN 46240
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
LTIP Units (1) | (1) | 10/3/2022 | | D | | | 4469 | (2) | (2) | Common Stock | 4469 | (2) | 0 | D | |
LTIP Units (1) | (1) | 10/3/2022 | | D | | | 8188 | (3) | (3) | Common Stock | 8188 | (3) | 0 | D | |
LTIP Units (1) | (1) | 10/3/2022 | | D | | | 10724 | (4) | (4) | Common Stock | 10724 | (4) | 0 | D | |
LTIP Units (1) | (1) | 10/3/2022 | | A | | 38418 | | (5) | (5) | Common Stock | 38418 | (5) | 101532 | D | |
LTIP Units (1) | (1) | 10/3/2022 | | D | | | 38418 | (6) | (6) | Common Stock | 38418 | $51.88 (6) | 63114 | D | |
LTIP Units (1) | (1) | 10/3/2022 | | D | | | 63114 | (7) | (7) | Common Stock | 63114 | (7) | 0 | D | |
Units (8) | (8) | 10/3/2022 | | A | | 72828 | | (8) | (8) | Common Stock | 72828 | (9) | 152282 | D | |
Units (8) | (8) | 10/3/2022 | | D | | | 152282 | (10) | (10) | Common Stock | 152282 | (10) | 0 | D | |
Explanation of Responses: |
(1) | 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. |
(2) | Disposed of pursuant to merger agreement between issuer and Prologis, Inc. in exchange for 2,122 OP common units of Prologis, L.P. having a market value of $101.60 per unit on the effective date of the merger. |
(3) | Disposed of pursuant to merger agreement between issuer and Prologis, Inc. in exchange for 3,889 OP common units of Prologis, L.P. having a market value of $101.60 per unit on the effective date of the merger. |
(4) | Disposed of pursuant to merger agreement between issuer and Prologis, Inc. in exchange for 5,093 OP common units of Prologis, L.P. having a market value of $101.60 per unit on the effective date of the merger. |
(5) | LTIP Units awarded in lieu of performance share plan units, upon meeting the change in control performance-based conditions and 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 1 and have no expiration date. |
(6) | This award was canceled in the merger in exchange for a cash payment of $1,993,059. |
(7) | Disposed of pursuant to merger agreement between issuer and Prologis, Inc. in exchange for 29,979 OP common units of Prologis, L.P. having a market value of $101.60 per unit on the effective date of the merger. |
(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 change in control performance-based metrics, pursuant to Rule 16b-3(d) of Section 16b of the Securities Exchange Act of 1934. |
(10) | Disposed of pursuant to merger agreement between issuer and Prologis, Inc. in exchange for 72,333 OP common units of Prologis, L.P. having a market value of $101.60 per unit on the effective date of the merger. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Denien Mark A 8711 RIVER CROSSING BOULEVARD INDIANAPOLIS, IN 46240 |
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| EVP & CFO |
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Signatures
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Neal A. Lewis for Mark A. Denien per POA prev. filed. | | 10/5/2022 |
**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 control number. |
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