Exhibit
4.1


 




	
  

  	
  KILROY REALTY
  CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND 6.875%
  SERIES G CUMULATIVE REDEEMABLE PREFERRED STOCK $.01 PAR VALUE 6.875% SERIES G
  CUMULATIVE REDEEMABLE PREFERRED STOCK $.01 PAR VALUE SEE REVERSE FOR IMPORTANT
  NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION CUSIP 49427F 70 2 THIS
  CERTIFICATE IS TRANSFERABLE CANTON, MA, JERSEY CITY, NJ, NEW YORK, NY AND
  PITTSBURGH, PA KRC COUNTERSIGNED AND REGISTERED: COMPUTERSHARE SHAREOWNER
  SERVICES LLC TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE THIS
  CERTIFIES THAT IS THE RECORD HOLDER OF EXECUTIVE VICE PRESIDENT, CHIEF
  FINANCIAL OFFICER AND SECRETARY PRESIDENT AND CHIEF EXECUTIVE OFFICER
  MARYLAND SEAL S E P T. 1 3 , 1 9 9 6 CORPORATE KILROY REALTY CORPORATION FULLY
  PAID AND NONASSESSABLE SHARES OF 6.875% SERIES G CUMULATIVE REDEEMABLE
  PREFERRED STOCK, PAR VALUE $.01 PER SHARE, OF Kilroy Realty Corporation (the
  “Corporation”) transferable on the books of the Corporation by the holder
  hereof in person or by its duly authorized attorney, upon surrender of this
  Certificate properly endorsed. This Certificate and the shares represented
  hereby are issued and shall be held subject to all of the provisions of the
  charter of the Corporation (the “Charter”) and the Bylaws of the Corporation
  and any amendments thereto. This Certificate is not valid unless
  countersigned and registered by the Transfer Agent and Registrar. In Witness
  Whereof, the Corporation has caused this Certificate to be executed on its
  behalf by its duly authorized officers. Dated: ABnote North America 711
  ARMSTRONG LANE COLUMBIA, TENNESSEE 38401 (931) 388-3003 HOLLY GRONER
  931-490-7660 PROOF OF MARCH 16, 2012 KILROY REALTY CORPORATION WO-5171 FACE
  Operator: JKC REV.3 COLOR:This proof was printed from a digital file or
  artwork on a graphics quality, color laser printer. It is a good
  representation of the color as it will appear on the final product. However,
  this proof process is different from offset printing. It is not an exact
  color rendition, and the final printed product may appear slightly different
  from the proof due to the difference between the dyes and printing ink.
  PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF: OK AS IS OK WITH
  CHANGES MAKE CHANGES AND SEND ANOTHER PROOF COLORS SELECTED FOR PRINTING:
  Intaglio prints in SC-3 DARK GREEN. 

  






 


 














	
  

  	
  CLASSES OF
  STOCK THE CORPORATION IS AUTHORIZED TO ISSUE CAPITAL STOCK OF MORE THAN ONE
  CLASS, CONSISTING OF COMMON STOCK AND ONE OR MORE CLASSES OF PREFERRED STOCK.
  THE BOARD OF DIRECTORS IS AUTHORIZED TO DETERMINE THE PREFERENCES,
  LIMITATIONS AND RELATIVE RIGHTS OF ANY CLASS OF THE PREFERRED STOCK BEFORE
  THE ISSUANCE OF SHARES OF SUCH CLASS OF PREFERRED STOCK. THE CORPORATION WILL
  FURNISH, WITHOUT CHARGE, TO ANY STOCKHOLDER MAKING A WRITTEN REQUEST
  THEREFOR, A COPY OF THE CORPORATION’S CHARTER AND A WRITTEN STATEMENT OF THE
  DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, CONVERSION OR OTHER RIGHTS,
  VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER
  DISTRIBUTIONS, QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE
  STOCK OF EACH CLASS WHICH THE CORPORATION HAS THE AUTHORITY TO ISSUE AND, IF
  THE CORPORATION IS AUTHORIZED TO ISSUE ANY PREFERRED OR SPECIAL CLASS AND
  SERIES, (i) THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN
  THE SHARES OF EACH SERIES TO THE EXTENT SET, AND (ii) THE AUTHORITY OF THE
  BOARD OF DIRECTORS TO SET SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES.
  REQUESTS FOR SUCH WRITTEN STATEMENT MAY BE DIRECTED TO THE SECRETARY OF THE
  CORPORATION AT ITS PRINCIPAL OFFICE. RESTRICTION ON OWNERSHIP AND TRANSFER THE
  SHARES OF 6.875% SERIES G CUMULATIVE REDEEMABLE PREFERRED STOCK (THE “SERIES
  G PREFERRED STOCK”) REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
  RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE
  PURPOSE OF THE CORPORATION’S MAINTENANCE OF ITS STATUS AS A REAL ESTATE
  INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
  “CODE”). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY
  PROVIDED IN THE CORPORATION’S CHARTER, (i) NO PERSON MAY BENEFICIALLY OWN SHARES
  OF THE CORPORATION’S SERIES G PREFERRED STOCK IN EXCESS OF 9.8% (BY VALUE OR
  BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING SERIES
  G PREFERRED STOCK OF THE CORPORATION; (ii) NO PERSON MAY CONSTRUCTIVELY OWN
  SHARES OF THE CORPORATION’S SERIES G PREFERRED STOCK IN EXCESS OF 9.8% (BY
  VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE
  OUTSTANDING SERIES G PREFERRED STOCK OF THE CORPORATION; (iii) NO PERSON MAY
  BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES G PREFERRED STOCK THAT, TAKING INTO
  ACCOUNT ANY OTHER CAPITAL STOCK OF THE CORPORATION BENEFICIALLY OR
  CONSTRUCTIVELY OWNED BY SUCH PERSON, WOULD RESULT IN THE CORPORATION BEING
  “CLOSELY HELD” UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE
  CORPORATION TO FAIL TO QUALIFY AS A REIT; AND (iv) NO PERSON MAY TRANSFER
  SERIES G PREFERRED STOCK IF SUCH TRANSFER WOULD RESULT IN THE CAPITAL STOCK
  OF THE CORPORATION BEING OWNED BY FEWER THAN 100 PERSONS. ANY PERSON WHO
  BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR
  CONSTRUCTIVELY OWN SERIES G PREFERRED STOCK WHICH CAUSES OR WILL CAUSE A
  PERSON TO BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES G PREFERRED STOCK IN
  EXCESS OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION. IF
  ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP REFERRED TO IN CLAUSE (i),
  (ii) or (iii) ABOVE ARE VIOLATED, THE SERIES G PREFERRED STOCK REPRESENTED
  HEREBY IN EXCESS OF SUCH RESTRICTIONS WILL BE AUTOMATICALLY TRANSFERRED TO
  THE TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE
  BENEFICIARIES. IN ADDITION, THE CORPORATION MAY REDEEM SHARES UPON THE TERMS
  AND CONDITIONS SPECIFIED IN THE TERMS OF THE SERIES G PREFERRED STOCK AND AS
  OTHERWISE SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE
  BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY
  VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF
  CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS
  DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL TERMS IN THIS LEGEND WHICH ARE
  DEFINED IN THE CHARTER OF THE CORPORATION SHALL HAVE THE MEANINGS ASCRIBED TO
  THEM IN THE CHARTER OF THE CORPORATION, AS THE SAME MAY BE AMENDED FROM TIME
  TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND
  OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF SERIES G PREFERRED STOCK ON
  REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE
  SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE. of the Series G
  Preferred Stock represented by the within Certificate, and do hereby
  irrevocably constitute and appoint Shares to transfer the said stock on the
  books of the within named Corporation with full power of substitution in the
  premises. Dated Attorney Signature(s) Guaranteed By THE SIGNATURE(S) TO THIS
  ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE
  CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY
  CHANGE WHATSOEVER. X X NOTICE: THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
  ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN
  ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
  GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. FOR VALUE
  RECEIVED, hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY
  OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (PLEASE PRINT OR TYPEWRITE NAME AND
  ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) The following abbreviations, when
  used in the inscription on the face of this certificate, shall be construed
  as though they were written out in full according to applicable laws or
  regulations: TEN COM — as tenants in common TEN ENT — as tenants by the
  entireties JT TEN — as joint tenants with right of survivorship and not as
  tenants in common UNIF GIFT MIN ACT— Custodian (Cust) (Minor) under Uniform
  Gifts to Minors Act (State) UNIF TRF MIN ACT—Custodian (until age) (Cust)
  under Uniform Transfers (Minor) to Minors Act (State) Additional
  abbreviations may also be used though not in the above list. PLEASE INITIAL
  THE APPROPRIATE SELECTION FOR THIS PROOF: OK AS IS OK WITH CHANGES MAKE
  CHANGES AND SEND ANOTHER PROOF AMERICAN BANK NOTE COMPANY 711 ARMSTRONG LANE
  COLUMBIA, TENNESSEE 38401 (931) 388-3003 HOLLY GRONER 931-490-7660 PROOF OF
  MARCH 21, 2012 KILROY REALTY CORPORATION WO-5171 BACK Operator: JKC/mr REV.5