Duke Realty (DRE) Form 4 DUKE REALTY / Ann C. Dee ownership change

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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X

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)

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP,General Counsel & Corp Sec

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		A		74,128	A	$0(1)	155,452(2)	D
Common Stock	10/03/2022		F		7,035(3)	D	$48.26(3)	148,417	D
Common Stock	10/03/2022		D		74,128	D	$51.88(4)	74,289	D
Common Stock	10/03/2022		D		74,289	D	(5)	0	D
Common Stock	10/03/2022		D		1,469(6)	D	(7)	0	I	By Spouse
Common Stock	10/03/2022		D		3,051(8)	D	(9)	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
LTIP Units(10)	(10)	10/03/2022		D			13,653	(11)	(11)	Common Stock	13,653	(11)	0	D
Units(12)	(12)	10/03/2022		D			96,733	(13)	(13)	Common Stock	96,733	(13)	0	D
Phantom Stock Units	(14)	10/03/2022		F			6,523(15)	(14)	(14)	Common Stock	6,523	$48.26(15)	13,868(16)	D
Phantom Stock Units	(14)	10/03/2022		D			4,608	(17)	(17)	Common Stock	4,608	$48.26(17)	9,260	D
Phantom Stock Units	(14)	10/03/2022		D			9,260	(18)	(18)	Common Stock	9,260	(18)	0	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 February 14, 2022 and October 5, 2022, the Reporting Person acquired 261 shares of DRE common stock through dividend reinvestment.

3. 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.

4. This award was canceled in the merger in exchange for a cash payment of $3,845,636.

5. Disposed of pursuant to merger agreement between issuer and Prologis, Inc. in exchange for 35,287 shares of Prologis, Inc. common stock having a market value of $101.60 per share on the effective date of the merger.

6. Between February 14, 2022 and October 5, 2022, the Reporting Person acquired 15 shares of DRE common stock through dividend reinvestment.

7. Disposed of pursuant to merger agreement between issuer and Prologis, Inc. in exchange for 697 shares of Prologis, Inc. common stock having a market value of $101.60 per share on the effective date of the merger.

8. Between February 14, 2022 and October 5, 2022, the Reporting Person acquired 253 shares of DRE's common stock under the Company's 401(k) plan.

9. Disposed of pursuant to merger agreement between issuer and Prologis, Inc. in exchange for 1,449 shares of Prologis, Inc. common stock having a market value of $101.60 per share on the effective date of the merger.

10. 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.

11. Disposed of pursuant to merger agreement between issuer and Prologis, Inc. in exchange for 6,485 OP common units of Prologis, L.P. having a market value of $101.60 per unit on the effective date of the merger.

12. 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.

13. Disposed of pursuant to merger agreement between issuer and Prologis, Inc. in exchange for 45,948 OP common units of Prologis, L.P. having a market value of $101.60 per unit on the effective date of the merger.

14. 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.

15. Represents shares withheld for taxes upon the distribution of deferred shares granted pursuant to Rule 16b-3 of Section 16b of the Securities Exchange Act of 1934.

16. Between February 14, 2022 and October 5, 2022, the Reporting Person acquired 255 shares of DRE common stock through dividend reinvestment.

17. This award was canceled in the merger in exchange for a cash payment of $222,382.

18. Disposed of pursuant to merger agreement between issuer and Prologis, Inc. in exchange for 4,398 shares of Prologis, Inc. common stock having a market value of $101.60 per share on the effective date of the merger.

	Neal A. Lewis for Ann C. Dee per POA prev. filed.	10/05/2022
	** Signature of Reporting Person	Date
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