Statement of Changes in Beneficial Ownership (4)
2022年10月6日 - 7:34AM
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
*
Anthony Nicholas C. |
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, Chief Investment Officer |
(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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Common Stock | 10/3/2022 | | A | | 89294 | A | $0 (1) | 152780 (2) | D | |
Common Stock | 10/3/2022 | | F | | 8603 (3) | D | $48.26 | 144177 | D | |
Common Stock | 10/3/2022 | | D | | 89294 | D | $51.88 (4) | 54883 | D | |
Common Stock | 10/3/2022 | | D | | 54883 | D | (5) | 0 | D | |
Common Stock | 10/3/2022 | | D | | 821 (6) | D | (7) | 0 | I | By 401(k) Plan |
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 |
Phantom Stock Units | (8) | 10/3/2022 | | F | | | 7942 (9) | (8) | (8) | Common Stock | 7942 | $48.26 (9) | 11273 (10) | D | |
Phantom Stock Units | (8) | 10/3/2022 | | D | | | 11273 | (11) | (11) | Common Stock | 11273 | (11) | 0 | D | |
Units (12) | (12) | 10/3/2022 | | D | | | 75568 | (13) | (13) | Common Stock | 75568 | (13) | 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 320 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
$4,632,456. |
(5) | Disposed of pursuant to merger agreement between issuer and Prologis, Inc. in exchange for 26,069 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 13 shares of DRE's common stock under the Company's 401(k) plan. |
(7) | Disposed of pursuant to merger agreement between issuer and Prologis, Inc. in exchange for 389 shares of Prologis, Inc. common stock having a market value of $101.60 per share on the effective date of the merger. |
(8) | Represents phantom stock units acquired 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. |
(9) | 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. |
(10) | Between February 14, 2022 and October 5, 2022, the Reporting Person acquired 311 shares of DRE common stock through dividend reinvestment. |
(11) | Disposed of pursuant to merger agreement between issuer and Prologis, Inc. in exchange for 5,354 shares of Prologis, Inc. common stock having a market value of $101.60 per share 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 35,894 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 |
Anthony Nicholas C. 8711 RIVER CROSSING BOULEVARD INDIANAPOLIS, IN 46240 |
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| EVP, Chief Investment Officer |
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Signatures
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Neal A. Lewis for Nicholas C. Anthony 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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