FILED PURSUANT TO RULE 424(b)(7)
SEC FILE NO. 333-140796
PROSPECTUS SUPPLEMENT No. 17
(To Prospectus dated February 20, 2007)
DATED: May 3, 2010
11,747,135 Common Shares
Our operating partnership, Duke Realty Limited Partnership, issued and sold $575 million aggregate principal amount of its 3.75% Exchangeable Senior Notes due 2011, or the “notes,” in a private transaction on November 22, 2006. Under certain circumstances, we may issue shares of our common stock upon the exchange or redemption of the notes. In such circumstances, the recipients of such common stock, whom we refer to as the “selling shareholders,” may use this prospectus supplement, together with the prospectus to which it relates, to resell from time to time the shares of our common stock that we may issue to them upon the exchange or redemption of the notes. Additional selling shareholders may be named by future prospectus supplements.
This prospectus supplement amends and supplements, and should be read in conjunction with, the prospectus dated February 20, 2007, and future prospectus supplements.
The selling shareholder table, appearing under the heading “Selling Shareholders” in the accompanying prospectus, is amended and supplemented by the information in the following table.
| Name (1) |
Number
of Shares Beneficially Owned Prior to the Offering (2)(3) |
Percentage
of Shares Beneficially Owned Prior to the Offering (4) |
Number of
Shares Offered Hereby (3)(5) |
Number
of Shares Beneficially Owned Following the Offering (5) |
Percentage
of Shares Beneficially Owned Following the Offering (5) | |||||
| Admiral Flagship Master Fund, Ltd. |
51,074 | * | 51,074 | — | — | |||||
| Arctos Partners Inc. |
598,593 | * | 598,593 | — | — | |||||
| Aristeia International Limited |
564,271 | * | 564,271 | — | — | |||||
| Aristeia Partners LP |
191,631 | * | 191,631 | — | — | |||||
| BBT Fund, L.P. |
210,937 | * | 210,937 | — | — | |||||
| Bank of America Pension Plan |
102,149 | * | 102,149 | — | — | |||||
| Barnet Partners Ltd. |
20,429 | * | 20,429 | — | — | |||||
| Bayerische Hypo- and Vereinsbank AG |
919,341 | * | 919,341 | — | — | |||||
| Beamtenversicherungskasse Des Kantons Zurich |
136,879 | * | 136,879 | — | — | |||||
| Bernische Lehreruersicherungskasse |
34,730 | * | 34,730 | — | — |
1
| Name (1) |
Number
of Shares Beneficially Owned Prior to the Offering (2)(3) |
Percentage
of Shares Beneficially Owned Prior to the Offering (4) |
Number of
Shares Offered Hereby (3)(5) |
Number
of Shares Beneficially Owned Following the Offering (5) |
Percentage
of Shares Beneficially Owned Following the Offering (5) | |||||
| Black Diamond Offshore Ltd. |
14,729 | * | 14,729 | — | — | |||||
| Black Diamond Convertible Offshore LLC |
32,687 | * | 32,687 | — | — | |||||
| BNP Paribas Arbitrage |
51,074 | * | 51,074 | — | — | |||||
| CAP Fund, L.P. |
96,530 | * | 96,530 | — | — | |||||
| Capital Ventures International |
102,149 | * | 102,149 | — | — | |||||
| Citadel Equity Fund, Ltd. |
153,224 | * | 153,224 | — | — | |||||
| Citigroup Global Markets Inc. |
946,921 | * | 946,921 | — | — | |||||
| CMH Strategies |
1,389 | * | 1,389 | — | — | |||||
| Credit Industrial Et Commercial |
102,149 | * | 102,149 | — | — | |||||
| Credit Suisse International |
102,145 | * | 102,145 | — | — | |||||
| Credit Suisse Europe Ltd. |
423,918 | * | 423,918 | — | — | |||||
| Credit Suisse Securities (USA) LLC |
1,411,086 | * | 1,411,086 | — | — | |||||
| CQS Convertible and Quantitative Strategies Masterfund Limited |
326,877 | * | 326,877 | — | — | |||||
| Dekalb County Employees Pension Plan |
5,925 | * | 5,925 | — | — | |||||
| Double Black Diamond Offshore LDC |
116,020 | * | 116,020 | — | — | |||||
| Empyrean Capital Fund, LP |
115,305 | * | 115,305 | — | — | |||||
| Empyrean Capital Overseas Benefit Plan, Ltd. |
24,536 | * | 24,536 | — | — | |||||
| Ferox Master Fund Limited |
103,476 | * | 103,476 | — | — | |||||
| Florida Fruit & Vegetable Association |
1,083 | * | 1,083 | — | — | |||||
| Fore Convertible Master Fund, Ltd. |
46,110 | * | 46,110 | — | — | |||||
| Fore ERISA Fund, Ltd. |
4,964 | * | 4,964 | — | — | |||||
| Fund American Reinsurance Company, Ltd. |
4,086 | * | 4,086 | — | — | |||||
| FXMC Limited |
28,294 | * | 28,294 | — | — | |||||
| Gemini Sammelstiftung Zur |
||||||||||
| Forderling Der Personaluorsorge |
14,913 | * | 14,913 | — | — | |||||
| Georgia Municipal Employee Benefit System |
27,416 | * | 27,416 | — | — | |||||
| Highbridge Convertible Arbitrage Master Fund LP |
51,075 | * | 51,075 | — | — | |||||
| Highbridge International LLC |
265,587 | * | 265,587 | — | — | |||||
| Jefferies Umbrella Fund Global Convertible Bond |
157,309 | * | 157,309 | — | — | |||||
| ICM Business Trust |
20,429 | * | 20,429 | — | — | |||||
| Ionic Capital Master Fund Ltd. |
561,819 | * | 561,819 | — | — | |||||
| John Deere Pension Trust |
20,429 | * | 20,429 | — | — | |||||
| JP Morgan Securities Inc. |
122,578 | * | 122,578 | — | — | |||||
| LDG Limited |
3,779 | * | 3,779 | — | — | |||||
| Lehman Brothers Inc. |
81,719 | * | 81,719 | — | — | |||||
| Lydian Global Opportunities Master Fund Ltd. |
132,841 | * | 132,841 | — | — | |||||
| Lydian Overseas Partners Master Fund, L.T.D. |
408,740 | * | 408,740 | — | — |
2
| Name (1) |
Number
of Shares Beneficially Owned Prior to the Offering (2)(3) |
Percentage
of Shares Beneficially Owned Prior to the Offering (4) |
Number of
Shares Offered Hereby (3)(5) |
Number
of Shares Beneficially Owned Following the Offering (5) |
Percentage
of Shares Beneficially Owned Following the Offering (5) | |||||
| Lyxor/Canyon Value Realization Fund Ltd. |
51,074 | * | 51,074 | — | — | |||||
| Lyxor/Canyon Capital Arbitrage Fund Ltd. |
143,008 | * | 143,008 | — | — | |||||
| Master Fund, Ltd. do TQA Investors, LLC |
9,213 | * | 9,213 | — | — | |||||
| Metropolitan Atlanta Rapid Transit Authority |
2,063 | * | 2,063 | — | — | |||||
| Old Lane GMA Master Fund LP |
124,887 | * | 124,887 | — | — | |||||
| Old Lane HMA Master Fund LP |
90,807 | * | 90,807 | — | — | |||||
| Old Lane Cayman Master Fund LP |
302,431 | * | 302,431 | — | — | |||||
| Old Lane US Master Fund LP |
229,847 | * | 229,847 | — | — | |||||
| Pearl Assurance LTD |
20,429 | * | 20,429 | — | — | |||||
| Pensionskasse Der Antalis Ag |
2,247 | * | 2,247 | — | — | |||||
| Pensionskasse Der Lonza Ag |
6,128 | * | 6,128 | — | — | |||||
| Pensionskasse Huntsman |
4,290 | * | 4,290 | — | — | |||||
| Pensionskasse Huntsman II |
5,516 | * | 5,516 | — | — | |||||
| Pensionskasse Der Rockwell Automation Ag |
4,290 | * | 4,290 | — | — | |||||
| Peoples Benefit Life Insurance Company Teamsters |
81,719 | * | 81,719 | — | — | |||||
| PV Promea |
9,602 | * | 9,602 | — | — | |||||
| Redbourn Partners Ltd. |
245,157 | * | 245,157 | — | — | |||||
| Redbrick Capital Master Fat Tail Fund |
153,223 | * | 153,223 | — | — | |||||
| Redbrick Capital MasterFund LTD |
102,149 | * | 102,149 | — | — | |||||
| Salar Fund PLC |
10,215 | * | 10,215 | — | — | |||||
| SilverCreek II Ltd. |
51,090 | * | 51,090 | — | — | |||||
| SilverCreek Limited Partnership |
122,618 | * | 122,618 | — | — | |||||
| SRI Fund, L.P. |
50,053 | * | 50,053 | — | — | |||||
| Stark Master Fund Ltd. |
102,182 | * | 102,182 | — | — | |||||
| Sunrise Partners Limited Partnership |
224,728 | * | 224,728 | — | — | |||||
| Tamalpais Asset Management L.P. |
204,298 | * | 204,298 | — | — | |||||
| Thrivent Financial for Lutherans |
71,504 | * | 71,504 | — | — | |||||
| TQA Master Fund, Ltd. |
24,209 | * | 24,209 | — | — | |||||
| TQA Master Plus Fund, Ltd. |
13,871 | * | 13,871 | — | — | |||||
| Universal Investment Gesellschaft MBH Ref Aventis |
102,149 | * | 102,149 | — | — | |||||
| Wachovia Capital Markets, LLC |
50,053 | * | 50,053 | — | — |
3
| Name (1) |
Number
of Shares Beneficially Owned Prior to the Offering (2)(3) |
Percentage
of Shares Beneficially Owned Prior to the Offering (4) |
Number of
Shares Offered Hereby (3)(5) |
Number
of Shares Beneficially Owned Following the Offering (5) |
Percentage
of Shares Beneficially Owned Following the Offering (5) | |||||
| Waterstone Market Neutral Master Fund, Ltd. |
132,589 | * | 132,589 | — | — | |||||
| Waterstone Market Neutral MAC51 Fund, Ltd. |
71,708 | * | 71,708 | — | — | |||||
| Yield Strategies Fund I, L.P. |
40,859 | * | 40,859 | — | — | |||||
| Zurich Institutional Funds, Wandelanleihen |
53,117 | * | 53,117 | — | — |
| * | Less than 1% |
| (1) | Additional selling shareholders not named in the prospectus will not be able to use the prospectus for resales until they are named in the selling shareholder table by prospectus supplement or post-effective amendment. Likewise, transferees, successors and donees of identified selling shareholders will not be able to use this prospectus for resales until they are named in the selling shareholders table by prospectus supplement or post-effective amendment. If required, we will add transferees, successors and donees by additional prospectus supplement in instances where the transferee, successor or donee has acquired its shares from holders named in the prospectus or prospectus supplement after the effective date of this prospectus. |
| (2) | Assumes conversion of the notes into shares of common stock at the initial conversion rate of 20.4298 shares of common stock per each $1,000 principal amount of notes. We will issue cash for all fractional shares of our common stock based on the closing sale price of our common stock on the trading day immediately preceding the exchange date. |
| (3) | The information included with respect to each selling shareholder included in this table, and the aggregate number of shares of common stock into which their notes are exchangeable, has been included in reliance on information provided to us by such selling shareholders. We have received questionnaires from selling shareholders representing an aggregate number of shares in excess of the number of shares that were registered. We cannot verify whether any questionnaires were received from selling shareholders who have subsequently sold their notes; therefore, the table may contain information with respect to persons that no longer hold notes. If and to the extent we receive new questionnaires, we will update the table in future prospectus supplements. |
| (4) | Based on a total of 224,318,663 shares of our common stock outstanding as of April 30, 2010. |
| (5) | We do not know when or in what amounts selling shareholders may offer shares of our common stock for sale. The selling shareholders might not sell any or all of the shares of our common stock offered by this prospectus. Because the selling shareholders may offer all or some of the shares of our common stock pursuant to this prospectus, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares of our common stock, we cannot estimate the number of shares of our common stock that will be held by the selling shareholders after completion of this offering. However, for purposes of this table, we have assumed that, after completion of the offering pursuant to this prospectus, none of the shares of our common stock covered by this prospectus will be held by the selling shareholders. |
4