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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Connor James B.
2. Issuer Name and Ticker or Trading Symbol

DUKE REALTY CORP [ DRE ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President and CEO
(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)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership 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 10/3/2022  D  139883 D (1)0 D  
Common Stock 10/3/2022  D  8653 D (2)0 I By the Linda P. Connor Declaration of Trust dated 6/30/2005 
Common Stock 10/3/2022  D  15032 (3)D (4)0 I By 401(k) Plan 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock Units  (5)10/3/2022  F     6641 (6)  (5) (5)Common Stock 6641 $48.26 (6)9077 (7)D  
Phantom Stock Units  (5)10/3/2022  D     9077   (8) (8)Common Stock 9077  (8)0 D  
LTIP Units (9) (9)10/3/2022  D     13855   (10) (10)Common Stock 13855  (10)0 D  
LTIP Units (9) (9)10/3/2022  D     26622   (11) (11)Common Stock 26622  (11)0 D  
LTIP Units (9) (9)10/3/2022  D     39619   (12) (12)Common Stock 39619  (12)0 D  
LTIP Units (9) (9)10/3/2022  A   119398     (13) (13)Common Stock 119398  (13)301209 D  
LTIP Units (9) (9)10/3/2022  D     119398   (14) (14)Common Stock 119398 $51.88 (14)181811 D  
LTIP Units (9) (9)10/3/2022  D     181811   (15) (15)Common Stock 181811  (15)0 D  
Units (16) (16)10/3/2022  A   242238     (16) (16)Common Stock 242238  (17)850793 D  
Units (16) (16)10/3/2022  D     850793   (18) (18)Common Stock 850793  (18)0 D  

Explanation of Responses:
(1) Disposed of pursuant to merger agreement between issuer and Prologis, Inc. in exchange for 66,444 shares of Prologis, Inc. common stock having a market value of $101.60 per share on the effective date of the merger.
(2) Disposed of pursuant to merger agreement between issuer and Prologis, Inc. in exchange for 4,110 shares of Prologis, Inc. common stock having a market value of $101.60 per share on the effective date of the merger.
(3) Between February 14, 2022 and October 5, 2022, the Reporting Person acquired 493 shares of DRE's common stock under the Company's 401(k) plan.
(4) Disposed of pursuant to merger agreement between issuer and Prologis, Inc. in exchange for 7,140 shares of Prologis, Inc. common stock having a market value of $101.60 per share on the effective date of the merger.
(5) Represents phantom stock units vested under the 2000 Performance Share Plan of Duke Realty Corporation. The units are valued on a one to one basis to the Company's common stock and are to be settled in stock upon the termination of employment.
(6) Represents shares withheld for taxes upon the distribution of shares granted pursuant to Rule 16b-3 of Section 16b of the Securities Exchange Act of 1934.
(7) Between February 14, 2022 and October 5, 2022, the Reporting Person acquired 253 shares of DRE common stock through dividend reinvestment.
(8) Disposed of pursuant to merger agreement between issuer and Prologis, Inc. in exchange for 4,311 shares of Prologis, Inc. common stock having a market value of $101.60 per share on the effective date of the merger.
(9) Represents units of limited partnership interest (LTIP Unit) in Duke Realty Limited Partnership (DRLP), of which the Issuer is the general partner, issued as long term incentive compensation pursuant to the Issuer's equity based incentive programs. When both earned and vested, each LTIP Unit will automatically convert into a Common Unit of limited partnership interest in DRLP. Each Common Unit acquired upon the conversion of an LTIP 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 the grant.
(10) Disposed of pursuant to merger agreement between issuer and Prologis, Inc. in exchange for 6,581 OP common units of Prologis, L.P. having a market value of $101.60 per unit on the effective date of the merger.
(11) Disposed of pursuant to merger agreement between issuer and Prologis, Inc. in exchange for 12,645 OP common units of Prologis, L.P. having a market value of $101.60 per unit on the effective date of the merger.
(12) Disposed of pursuant to merger agreement between issuer and Prologis, Inc. in exchange for 18,819 OP common units of Prologis, L.P. having a market value of $101.60 per unit on the effective date of the merger.
(13) LTIP Units awarded in lieu of performance share plan units and upon meeting the change in control performance-based conditions, pursuant to Rule 16b-3(d) of Section 16b of the Securities Exchange Act of 1934. LTIP Units are awarded according to the terms described in footnote 9 and have no expiration date.
(14) This award was canceled in the merger in exchange for a cash payment of $6,194,177.
(15) Disposed of pursuant to merger agreement between issuer and Prologis, Inc. in exchange for 86,360 OP common units of Prologis, L.P. having a market value of $101.60 per unit on the effective date of the merger.
(16) 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.
(17) Represents Common Units of DRLP awarded in lieu of performance share plans units according to the terms described in footnote 16, upon meeting the change in control performance-based metrics, pursuant to Rule 16b-3(d) of Section 16b of the Securities Exchange Act of 1934.
(18) Disposed of pursuant to merger agreement between issuer and Prologis, Inc. in exchange for 404,126 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
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Connor James B.
8711 RIVER CROSSING BOULEVARD
INDIANAPOLIS, IN 46240
X
President and CEO

Signatures
Neal A. Lewis for James B. Connor per POA prev. filed.10/5/2022
**Signature of Reporting PersonDate


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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