Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Hefner, Thomas L.

2. Issuer Name and Ticker or Trading Symbol
Duke Realty Corporation (DRE)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
X Officer (give title below)          Other (specify below)

Chairman of the Board & CEO                   

(Last)      (First)     (Middle)

600 E. 96th Street, Suite 100
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
2/19/03

(Street)

Indianapolis, IN 46240

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship 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

 

 

 

 

 

356,305

I

By Trust(1)

Common Stock

 

 

 

 

 

205,051

I

By Spouse's Trust(2)

Common Stock

 

 

 

 

 

61

I

By 401(k) Plan

Common Stock

 

 

 

 

 

 

 

79,231

I

 (3)

Common Stock

 

 

 

 

 

 

 

100,000

I

 (4)
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).

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FORM 4 (continued)

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Units of Duke Realty Limited Partnership

1 for 1

 

 

 

 

 

10/4/94

n/a

Common Stock

579,506

 

579,506

I

 (5)

Units of Duke Realty Limited Partnership

1 for 1

 

 

 

 

 

 

10/4/94

n/a

Common Stock

13,572

 

13,572

I

 (6)

Employee Stock Options-Right to Buy(7)

$19.4375

 

 

 

 

 

 

1/29/98

1/29/07

Common Stock

11,966

 

11,966

D

 

Employee Stock Options-Right to Buy(8)

$24.2500

 

 

 

 

 

 

1/28/99

1/28/08

Common Stock

18,960

 

18,960

D

 

Employee Stock Options-Right to Buy(9)

$23.0625

 

 

 

 

 

 

1/26/00

1/26/09

Common Stock

24,920

 

24,920

D

 

Employee Stock Options-Right to Buy(10)

$20.0000

 

 

 

 

 

 

1/25/01

1/25/10

Common Stock

31,609

 

31,609

D

 

Employee Stock Options-Right to Buy(11)

$24.9800

 

 

 

 

 

 

1/31/02

1/31/11

Common Stock

27,608

 

27,608

D

 

Employee Stock Options-Right to Buy

$19.4375

 

 

 

 

 

 

1/29/98

1/29/07

Common Stock

1,044

 

1,044

I

 (3)

Employee Stock Options-Right to Buy(12)

$23.3500

 

 

 

 

 

1/30/03

1/30/12

Common Stock

21,659

 

21,659

D

 

Employee Stock Options-Right to Buy(13)

$25.4200

2/19/03

 

A

 

46,913

 

2/19/04

2/19/13

Common Stock

46,913

 

46,913

D

 

Exchange Rights (14)

1 for 1

 

 

 

 

 

 (14)

None

Common Stock

172,583

 

172,583

I

 (14)

Phantom Stock Units(15)

1 for 1

 

 

 

 

 

 (15)

None

Common Stock

5,155

 

5,155

D

 

Explanation of Responses:

(1) Securities held by the Thomas L. Hefner Revocable Trust in which the Reporting Person is the grantor.
(2) Securities held by the Patty M. Hefner Revocable Trust in which the Reporting Person is the grantor.
(3) Securities owned by the Hefner Family Investors Limited Partnership, a family limited partnership in which the sole general partner is the Reporting Person and the limited partnership interests are beneficially held by the Reporting Person and his family members. All stock options held by the partnership are fully vested.
(4) Shares owned by The Community Covenant Foundation, Inc., a private charitable foundation controlled by the Reporting Person and his family.
(5) Securities held by the Thomas L. Hefner 2002 Grantor Retained Annuity Trust No. 2. The Reporting Person is a trustee and the Reporting Person's children are residual beneficiaries.
(6) Represents the Reporting Person's 20.71% interest in Units owned by Duke Management, Inc.
(7) The Stock Options vested annually at a rate of 20% per year and were fully vested on 1/29/02.
(8) The Stock Options vested annually at a rate of 20% per year and were fully vested on 1/28/03.
(9) The Stock Options vest annually at a rate of 20% per year and will be fully vested on 1/26/04.
(10) The Stock Options vest annually at a rate of 20% per year and will be fully vested on 1/25/05.
(11) The Stock Options vest annually at a rate of 20% per year and will be fully vested on 1/31/06.
(12) The Stock Options vest annually at a rate of 20% per year and will be fully vested on 1/30/07.
(13) The Stock Options vest annually at a rate of 20% per year and will be fully vested on 2/19/08.
(14) In the event of a change in control of Duke Realty Corporation or Duke Realty Limited Partnership; or the liquidation of Duke Realty Limited Partnership, Duke Management, Inc. has the right to exchange its limited partnership interest in Duke Realty Services Limited Partnership for 833,334 shares of Duke Realty Corporation's common stock. The Reporting Person's ownership interest in Duke Management, Inc. is 20.71%.
(15) Represents phantom stock units vested under the 2000 Performance Share Plan of Duke Realty Corporation. The units are to be settled in cash upon the Reporting Person's termination of employment.
  By: /s/ James R. Windmiller
             Thomas L. Hefner by James R. Windmiller per POA prev. filed
**Signature of Reporting Person		 February 20, 2003
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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