8-K

Kilroy Realty Corporation

Date: August 3, 2020

/s/
Merryl E. Werber

Merryl E. Werber

Senior Vice President,
Chief Accounting Officer and Controller

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 3, 2020

KILROY REALTY CORPORATION

KILROY REALTY, L.P.

(Exact name of registrant as specified in its charter)


Kilroy Realty Corporation	Maryland	001-12675	95-4598246
	(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)


Kilroy Realty, L.P.	Delaware	000-54005	95-4612685
	(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)

12200 W. Olympic Boulevard, Suite 200, Los Angeles, California, 90064

(Address of principal executive offices) (Zip Code)

(310) 481-8400

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Registrant	Title of each class	Name of each exchange on which registered	Ticker Symbol
Kilroy Realty Corporation	Common Stock, $.01 par value	New York Stock Exchange	KRC

Securities registered pursuant to Section 12(g) of the Act:


Registrant		Title of each class
Kilroy Realty, L.P.		Common Units Representing Limited Partnership Interests

Check the appropriate box below if the Form

8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule

12b-2

of the Securities Exchange Act of 1934 (17 CFR

§240.12b-2).

Kilroy Realty Corporation:

Emerging growth company

☐

Kilroy Realty, L.P.:

Emerging growth company

☐

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.


Kilroy Realty Corporation ☐		Kilroy Realty, L.P. ☐

ITEM 8.01

OTHER EVENTS

United States Federal Income Tax Considerations

The information included under the heading “United States Federal Income Tax Considerations” in Exhibit 99.1 hereto supersedes and replaces, in its entirety, the discussion under the heading “United States Federal Income Tax Considerations” in the prospectus dated September 18, 2019, which is (i) a part of Kilroy Realty Corporation’s (the “Company’s”) and Kilroy Realty, L.P.’s (the “operating partnership’s”) Registration Statement on

Form S-3

(File Nos.

333-233822

and

333-233822-01)

filed with the Securities and Exchange Commission (the “SEC”) on September 18, 2019 and (ii) attached to each of the two prospectus supplements dated September 18, 2019 filed by the Company with the SEC on September 18, 2019 pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.


99.1*		United States Federal Income Tax Considerations

104		Cover Page Interactive Date File (embedded within the Inline XBRL)

*	Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


				By:		/s/ Merryl E. Werber
						Merryl E. Werber Senior Vice President, Chief Accounting Officer and Controller