Form 5

FORM 5

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).
    Form 3 Holdings Reported
    Form 4 Transactions Reported

ANNUAL 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*

Zink, Jr., Darell E.

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)

Vice Chairman, Executive Vice President and Chief Financial Officer

(Last)      (First)     (Middle)

600 East 96th Street, Suite 100
 

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

 

4. Statement for
Month/Year
December 2002

(Street)

Indianapolis,, IN 46240

5. If Amendment,
Date of Original
(Month/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 at End of Issuer's
Fiscal year
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

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

Amount

(A)
or
(D)

Price

Common Stock

 

 

 

 

 

 

786,539

D

 

Common Stock

 

 

 

 

 

 

3,281

I

By 401(K) Plan(1)

Common Stock

 

 

 

 

 

 

17,042

I

 (2)

Common Stock

 

 

 

 

 

 

88,080

I

By Spouse

Common Stock

 

 

 

 

 

0

I

By Daughter(3)

Common Stock

 

 

 

 

 

5,067

I

By Son

Common Stock

 

 

 

 

 

 

46,243

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).

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
FORM 5 (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
at End of Year
(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)

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Units of Duke Realty Limited Partnership

1 for 1

11/27/02

 

G

 

200,000(5)

10/4/94

n/a

Common Stock

200,000

 

361,514

D

 

Units of Duke Realty Limited Partnership

1 for 1

11/27/02

 

G

200,000

 

10/4/94

n/a

Common Stock

200,000

 

200,000

I

 (6)

Units of Duke Realty Limited Partnership

1 for 1

 

 

 

 

 

10/4/94

n/a

Common Stock

13,572

 

13,572

I

 (7)

Employee Stock Options-Right to Buy(8)

$15.3125

 

 

 

 

 

10/25/96

10/25/05

Common Stock

8,108

 

8,108

D

 

Employee Stock Options-Right to Buy(9)

$16.0625

 

 

 

 

 

1/31/97

1/31/06

Common Stock

10,305

 

10,305

D

 

Employee Stock Options-Right to Buy(10)

$19.4375

 

 

 

 

 

1/29/98

1/29/07

Common Stock

13,010

 

13,010

D

 

Employee Stock Options-Right to Buy(11)

$24.2500

 

 

 

 

 

1/28/99

1/28/08

Common Stock

14,220

 

14,220

D

 

Employee Stock Options-Right to Buy(12)

$23.0625

 

 

 

 

 

1/26/00

1/26/09

Common Stock

19,936

 

19,936

D

 

Employee Stock Options-Right to Buy(13)

$20.0000

 

 

 

 

 

1/25/01

1/25/10

Common Stock

28,736

 

28,736

D

 

Employee Stock Options-Right to Buy(14)

$24.9800

 

 

 

 

 

1/31/02

1/31/11

Common Stock

23,007

 

23,007

D

 

Employee Stock Options-Right to Buy(15)

$23.3500

 

 

 

 

 

1/30/03

1/30/12

Common Stock

24,613

 

24,613

D

 

Phantom Stock Units(16)

1 for 1

 (16)

 

A

28

 

 (16)

None

Common Stock

28

 

1,595

D

 

Phantom Stock Units(17)

1 for 1

 (17)

 

A

156

 

 (17)

None

Common Stock

156

 

4,511

D

 

Exchange Rights (18)

1 for 1

 

 

 

 

 

 (18)

None

Common Stock

172,583

 

172,583

I

 (18)

Explanation of Responses:

(1) Between September 1, 2002 and December 31, 2002, the Reporting Person acquired 157 shares of Duke Realty Corporation's common stock through dividend reinvestment under the Company 401(K) plan.
(2) Shares owned by the Zink Family Foundation, Inc., a private charitable foundation controlled by the Reporting Person and his family.
(3) The Reporting Person no longer has a reportable beneficial interest in 5,058 shares owned by his daughter and included in the Reporting Person's prior ownership.
(4) Shares owned by the Zink Family Limited Partnership, a 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.
(5) Securities gifted to the Darell E. Zink Grantor Retained Annuity Trust dated 11/27/02.
(6) Securities held by the Darell E. Zink Grantor Retained Annuity Trust dated 11/27/02 in which the Reporting Person is grantor. The Reporting Person's children are residual beneficiaries.
(7) Represents the Reporting Person's 20.71% interest in Units owned by Duke Management, Inc.
(8) The Stock Options vested annually at a rate of 20% per year and were fully vested on 10/25/00.
(9) The Stock Options vested annually at a rate of 20% per year and were fully vested on 1/31/01.
(10) The Stock Options vested annually at a rate of 20% per year and were fully vested on 1/29/02.
(11) The Stock Options vest annually at a rate of 20% per year and will be fully vested on 1/28/03.
(12) The Stock Options vest annually at a rate of 20% per year and will be fully vested on 1/26/04.
(13) The Stock Options vest annually at a rate of 20% per year and will be fully vested on 1/25/05.
(14) The Stock Options vest annually at a rate of 20% per year and will be fully vested on 1/31/06.
(15) The Stock Options vest annually at a rate of 20% per year and will be fully vested on 1/30/07.
(16) Represents phantom stock units from dividend reinvestment equivalents accrued under the Executive Deferred Compensation Plan of Duke Realty Services Limited Partnership. The units are to be settled in cash upon the Reporting Person's retirement of employment.
(17) Represents phantom stock units accrued through dividend reinvestment equivalents 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.
(18) 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%.
  By: /s/ James R. Windmiller
             Darell E. Zink, Jr. by J. R. Windmiller per POA prev. filed
**Signature of Reporting Person		 February 4, 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).

Note: File three copies of this Form, one of which must be manually signed.
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