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Form 4 DUKE REALTY CORP For: Oct 03 Filed by: Connor James B.

October 5, 2022 6:37 PM EDT
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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OMB Number: 3235-0287
Expires: December 31, 2014
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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 *
Connor James B.
(Last) (First) (Middle)
8711 RIVER CROSSING BOULEVARD
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
10/03/2022
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 10/03/2022   D   139,883 D (1) 0 D  
Common Stock 10/03/2022   D   8,653 D (2) 0 I By the Linda P. Connor Declaration of Trust dated 6/30/2005
Common Stock 10/03/2022   D   15,032 (3) D (4) 0 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
Phantom Stock Units (5) 10/03/2022   F     6,641 (6)   (5)   (5) Common Stock 6,641 $ 48.26 (6) 9,077 (7) D  
Phantom Stock Units (5) 10/03/2022   D     9,077   (8)   (8) Common Stock 9,077 (8) 0 D  
LTIP Units (9) (9) 10/03/2022   D     13,855   (10)   (10) Common Stock 13,855 (10) 0 D  
LTIP Units (9) (9) 10/03/2022   D     26,622   (11)   (11) Common Stock 26,622 (11) 0 D  
LTIP Units (9) (9) 10/03/2022   D     39,619   (12)   (12) Common Stock 39,619 (12) 0 D  
LTIP Units (9) (9) 10/03/2022   A   119,398     (13)   (13) Common Stock 119,398 (13) 301,209 D  
LTIP Units (9) (9) 10/03/2022   D     119,398   (14)   (14) Common Stock 119,398 $ 51.88 (14) 181,811 D  
LTIP Units (9) (9) 10/03/2022   D     181,811   (15)   (15) Common Stock 181,811 (15) 0 D  
Units (16) (16) 10/03/2022   A   242,238     (16)   (16) Common Stock 242,238 (17) 850,793 D  
Units (16) (16) 10/03/2022   D     850,793   (18)   (18) Common Stock 850,793 (18) 0 D  
Explanation of Responses:
1. Disposed of pursuant to merger agreement between issuer and Prologis, Inc. in exchange for 66,444 shares of Prologis, Inc. common stock having a market value of $101.60 per share on the effective date of the merger.
2. Disposed of pursuant to merger agreement between issuer and Prologis, Inc. in exchange for 4,110 shares of Prologis, Inc. common stock having a market value of $101.60 per share on the effective date of the merger.
3. Between February 14, 2022 and October 5, 2022, the Reporting Person acquired 493 shares of DRE's common stock under the Company's 401(k) plan.
4. Disposed of pursuant to merger agreement between issuer and Prologis, Inc. in exchange for 7,140 shares of Prologis, Inc. common stock having a market value of $101.60 per share on the effective date of the merger.
5. Represents phantom stock units vested under the 2000 Performance Share Plan of Duke Realty Corporation. 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.
6. Represents shares withheld for taxes upon the distribution of shares granted pursuant to Rule 16b-3 of Section 16b of the Securities Exchange Act of 1934.
7. Between February 14, 2022 and October 5, 2022, the Reporting Person acquired 253 shares of DRE common stock through dividend reinvestment.
8. Disposed of pursuant to merger agreement between issuer and Prologis, Inc. in exchange for 4,311 shares of Prologis, Inc. common stock having a market value of $101.60 per share on the effective date of the merger.
9. 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.
10. Disposed of pursuant to merger agreement between issuer and Prologis, Inc. in exchange for 6,581 OP common units of Prologis, L.P. having a market value of $101.60 per unit on the effective date of the merger.
11. Disposed of pursuant to merger agreement between issuer and Prologis, Inc. in exchange for 12,645 OP common units of Prologis, L.P. having a market value of $101.60 per unit on the effective date of the merger.
12. Disposed of pursuant to merger agreement between issuer and Prologis, Inc. in exchange for 18,819 OP common units of Prologis, L.P. having a market value of $101.60 per unit on the effective date of the merger.
13. LTIP Units awarded in lieu of performance share plan units and upon meeting the change in control performance-based conditions, 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 9 and have no expiration date.
14. This award was canceled in the merger in exchange for a cash payment of $6,194,177.
15. Disposed of pursuant to merger agreement between issuer and Prologis, Inc. in exchange for 86,360 OP common units of Prologis, L.P. having a market value of $101.60 per unit on the effective date of the merger.
16. 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.
17. Represents Common Units of DRLP awarded in lieu of performance share plans units according to the terms described in footnote 16, 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.
18. Disposed of pursuant to merger agreement between issuer and Prologis, Inc. in exchange for 404,126 OP common units of Prologis, L.P. having a market value of $101.60 per unit on the effective date of the merger.
Neal A. Lewis for James B. Connor per POA prev. filed. 10/05/2022
** 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 Number.

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