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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Kilroy Realty Corporation | NYSE:KRC | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.33 | -0.95% | 34.42 | 35.06 | 34.3504 | 34.85 | 890,917 | 01:00:00 |
Maryland
|
95-4598246
|
(State or Other Jurisdiction of
Incorporation or Organization) |
(I.R.S. Employer
Identification No.) |
Large accelerated filer
þ
|
Accelerated filer
o
|
||
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
o
|
||
Emerging growth company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o
|
Title of
Securities
To Be Registered |
Amount
To Be Registered(1) |
Proposed
Maximum Offering Price Per Share(2) |
Proposed
Maximum Aggregate Offering Price(2) |
Amount of
Registration Fee(2) |
Common Stock, $0.01 par value per share
|
900,000
|
$72.11
|
$64,899,000
|
$7,521.79
|
(1)
This Registration Statement covers, in addition to the number of shares of Kilroy Realty Corporation, a Maryland corporation (the “Company” or the “Registrant”), common stock, par value $0.01 per share (the “Common Stock”), stated above, options and other rights to purchase or acquire the shares of Common Stock covered by this Registration Statement and, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), an additional indeterminate number of shares, options and rights that may be offered or issued pursuant to the Kilroy Realty Corporation 2006 Incentive Award Plan, as amended (the “Plan”) as a result of one or more adjustments under the Plan to prevent dilution resulting from one or more stock splits, stock dividends or similar transactions.
|
||||
(2)
Pursuant to Securities Act Rule 457(h), the maximum offering price, per share and in the aggregate, and the registration fee were calculated based upon the average of the high and low prices of the Common Stock on May 22, 2017, as quoted on the
New York Stock Exchange.
The Exhibit Index for this Registration Statement is at page 8.
|
Item 3.
|
Incorporation of Certain Documents by Reference
|
(a)
|
The Company’s Registration Statements on Form S-8, filed with the Commission on June 28, 2006, September 16, 2009, June 11, 2010, February 9, 2015, and June 10, 2015 (Commission File Nos. 333-135385, 333-161954, 333-167452, 333-201990, 333-204853);
|
(b)
|
The Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2016, filed with the Commission on February 15, 2017 (Commission File No. 001-12675);
|
(c)
|
The Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2017, filed with the Commission on April 28, 2017 (Commission File No. 001-12675);
|
(d)
|
The Company’s Current Reports on Form 8-K, filed with the Commission on January 4, 2017 (with respect to Item 8.01 only), January 10, 2017 (with respect to Items 8.01 and 9.01 only), February 1, 2017, and February 28, 2017 (Commission File No. 001-12675); and
|
(e)
|
The description of the Company’s Common Stock contained in its Registration Statement on Form 8-A/A filed with the Commission on June 10, 2005 (Commission File No. 001-12675), and any other amendment or report filed for the purpose of updating such description.
|
Item 5.
|
Interests of Named Experts and Counsel
|
Item 8.
|
Exhibits
|
|
KILROY REALTY CORPORATION
|
|
|
By:
|
/s/ Heidi R. Roth
|
|
|
Heidi R. Roth
Executive Vice President, Chief Accounting
Officer and Controller
(Principal Accounting Officer)
|
Signature
|
|
Title
|
Date
|
/s/ John Kilroy
|
|
Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer)
|
May 25, 2017
|
John Kilroy
|
|
|
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/s/ Tyler H. Rose
|
|
Executive Vice President, Chief Financial Officer and Secretary (Principal Financial Officer)
|
May 25, 2017
|
Tyler H. Rose
|
|
|
|
/s/ Heidi R. Roth
|
|
Executive Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)
|
May 25, 2017
|
Heidi R. Roth
|
|
|
|
/s/ Edward F. Brennan, PhD
|
|
Lead Independent Director
|
May 25, 2017
|
Edward F. Brennan, PhD
|
|
|
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/s/ Jolie A. Hunt
|
|
Director
|
May 25, 2017
|
Jolie A. Hunt
|
|
|
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/s/ Scott S. Ingraham
|
|
Director
|
May 25, 2017
|
Scott S. Ingraham
|
|
|
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/s/ Gary R. Stevenson
|
|
Director
|
May 25, 2017
|
Gary R. Stevenson
|
|
|
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/s/ Peter B. Stoneberg
|
|
Director
|
May 25, 2017
|
Peter B. Stoneberg
|
|
|
|
Exhibit No.
|
Description
|
4.1
|
Form of Certificate for Common Stock (1)
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4.2†
|
Kilroy Realty 2006 Incentive Award Plan (2)
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4.3†
|
Form of Restricted Stock Award Agreement (3)
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4.4†
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Kilroy Realty Corporation Form of Stock Option Grant Notice and Stock Option Agreement (4)
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4.5†
|
Form of Restricted Stock Unit Agreement (5)
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4.6†
|
Form of Stock Award Deferral Program Restricted Stock Unit Agreement (5)
|
4.7†
|
Form of Performance-Vest Restricted Stock Unit Agreement (6)
|
4.8†
|
Form of Restricted Stock Unit Agreement (6)
|
4.9†
|
Form of Restricted Stock Unit Agreement for Non-Employee Members of the Board of Directors (6)
|
4.10†
|
Form of Performance-Vest Restricted Stock Unit Agreement (7)
|
4.11†
|
Form of Restricted Stock Unit Agreement (7)
|
4.12†
|
Form of Restricted Stock Unit Agreement for Non-Employee Members of the Board of Directors (7)
|
5.1*
|
Opinion of Ballard Spahr LLP
|
23.1*
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Consent of Ballard Spahr LLP (included in Exhibit 5.1)
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23.2*
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Consent of Deloitte & Touche LLP for Kilroy Realty Corporation
|
23.3*
|
Consent of Deloitte & Touche LLP for Kilroy Realty, L.P.
|
24.1*
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Power of Attorney (included on the signature page of this Registration Statement)
|
*
|
Filed herewith
|
†
|
Management contract or compensatory plan or arrangement
|
(1)
|
Incorporated by reference to our Registration Statement on Amendment No. 3 to Form S-11 as filed with the Commission on January 24, 1997 (No. 333-15553).
|
(2)
|
Incorporated by reference to our Current Report on Form 8-K as filed with the Commission on May 23, 2017 (No. 001-12675).
|
(3)
|
Incorporated by reference to our Current Report on Form 8-K as filed with the Commission on February 8, 2007 (No. 001-12675).
|
(4)
|
Incorporated by reference to our Current Report on Form 8-K as filed with the Commission on February 24, 2012 (No. 001-12675).
|
(5)
|
Incorporated by reference to our Quarterly Report on Form 10-Q as filed with the Commission on July 31, 2013 (No. 001-12675).
|
(6)
|
Incorporated by reference to our Quarterly Report on Form 10-Q as filed with the Commission on May 1, 2014 (No. 001-12675).
|
(7)
|
Incorporated by reference to our Quarterly Report on Form 10-Q as filed with the Commission on April 30, 2015 (No. 001-12675).
|
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