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*

Nelley, Jr., John W.

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)

Managing Director, Nashville Operations           

(Last)      (First)     (Middle)

782 Melrose Avenue
 

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

 

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

(Street)

Nashville,, TN 37211

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

 

 

 

 

 

76,303

D

 

Common Stock

 

 

 

 

 

 

 

1,715

D

By IRA

Common Stock

 

 

 

 

 

 

 

11,213

D

By IRA Rollover

Common Stock

 

 

 

 

 

 

 

1,721

I

By 401(K) Plan - A

Common Stock

 

 

 

 

 

 

 

1,749

I

By 401(K) Plan - B

Common Stock

 

 

 

 

 

 

 

469

I

 (1)

Common Stock

 

 

 

 

 

 

 

29,756

I

 (2)

Common Stock

 

 

 

 

 

 

 

5,849

I

 (3)

Common Stock

 

 

 

 

 

 

 

5,800

I

 (4)

Common Stock

 

 

 

 

 

 

 

1,100

I

 (5)
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 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

 

 

 

 

 

 

7/2/99

n/a

Common Stock

826,786

 

826,786

I

 (6)

Employee Stock Options-Right to Buy(7)

$20.7428

 

 

 

 

 

11/1/97

11/1/06

Common Stock

55,200

 

55,200

D

 

Employee Stock Options-Right to Buy(8)

$23.1884

 

 

 

 

 

5/20/99

5/20/08

Common Stock

51,750

 

51,750

D

 

Employee Stock Options-Right to Buy(9)

$20.0634

 

 

 

 

 

 

1/21/00

1/21/09

Common Stock

55,200

 

55,200

D

 

Employee Stock Options-Right to Buy(10)

$20.0000

 

 

 

 

 

 

1/25/01

1/25/10

Common Stock

13,793

 

13,793

D

 

Employee Stock Options-Right to Buy(11)

$24.9800

 

 

 

 

 

 

1/31/02

1/31/11

Common Stock

11,043

 

11,043

D

 

Employee Stock Options-Right to Buy(12)

$23.3500

 

 

 

 

 

1/30/03

1/30/12

Common Stock

10,830

 

10,830

D

 

Employee Stock Options-Right to Buy(13)

$25.4200

2/19/03

 

A

 

13,226

 

2/19/04

2/19/13

Common Stock

13,226

 

13,226

D

 

Phantom Stock Units(14)

1 for 1

 

 

 

 

 

 (14)

None

Common Stock

5,366

 

5,366

D

 

Phantom Stock Units(15)

1 for 1

 

 

 

 

 

 (15)

None

Common Stock

3,213

 

3,213

D

 

Explanation of Responses:

(1) Represents the Reporting Person's interest in common stock owned by NWI XV, L.P., in which the Reporting Person has a 34.00% general partnership interest.
(2) Represents the Reporting Person's interest in common stock owned by NWI Warehouse Group NV, L.P., in which the Reporting Person has a 22.00% general partnership interest.
(3) By John W. Nelley, Jr., as Co-Trustee for the Revocable Inter-Vivos Trust for Lindsay P. Stone. The Reporting Person disclaims any beneficial interest in these shares.
(4) By John W. Nelley, Jr., as Trustee for the 1987 E.H.W., Jr., Family Trust. The Reporting Person disclaims any beneficial interest in these shares.
(5) By John W. Nelley, Jr., as Trustee for the Jack Denton Graham Family Trust. The Reporting Person disclaims any beneficial interest in these shares.
(6) Represents the Reporting Person's interest in Units owned by NWI Warehouse Group NV, L.P., in which the Reporting Person has a 22.00% general partnership interest.
(7) The Stock Options vested annually at a rate of 33.33% per year and were fully vested on 11/1/99.
(8) The Stock Options vested annually at a rate of 33.33% per year and were fully vested on 5/20/01.
(9) The Stock Options vested annually at a rate of 33.33% per year and were fully vested on 1/21/02.
(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) Represents phantom stock units accrued under the Weeks Corporation 1998 Deferred Compensation Plan. All amounts accrued under the plan are to be paid in cash upon the Reporting Person's retirement.
(15) Represents phantom stock units acquired under the Executive Deferred Compensation Plan of Duke Realty Services Limited Partnership. The units are to be settled in cash upon the Reporting Person termination of employment.
  By: /s/ James R. Windmiller
             John W. Nelley, Jr. by J. 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).

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