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

FORM 10-K/A
Amendment No. 1

(Mark One)
x	Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934	
For the fiscal year ended December 31, 2008
or
 
¨	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934	
For the transition period from to              to             
Commission file number 000-25739

PIEDMONT OFFICE REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)

 

Maryland	 	58-2328421	
(State or other jurisdiction of incorporation or organization)	 	(I.R.S. Employer Identification Number)	
 	 	
11695 Johns Creek Parkway Ste. 350, Johns Creek, Georgia	 	30097	
(Address of principal executive offices)	 	(Zip Code)	
(770) 418-8800
Registrant’s telephone number, including area code

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

Title of each class	 	Name of exchange on which registered	
NONE	 	NONE	
Securities registered pursuant to Section 12 (g) of the Act:
COMMON STOCK
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes  ¨    No  x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes  ¨    No  x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes  x    No  ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Act).
Large accelerated filer  ¨    Accelerated filer  ¨    Non-accelerated filer  x    Smaller reporting company  ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  ¨    No  x
Aggregate market value of the voting stock held by nonaffiliates:                                 
Since there was no established market for the voting and non-voting common stock as of June 30, 2008, there is no market value for shares of such stock held by non-affiliates of the registrant as of such date. As of June 30, 2008, there were 476,110,116 shares of common stock held by non-affiliates.
Number of shares outstanding of the registrant’s
only class of common stock, as of February 28, 2009: 478,870,781 shares

 

EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form 10-K for Piedmont Office Realty Trust, Inc. (“Piedmont”) for the fiscal year ended December 31, 2008, which was originally filed with the Securities and Exchange Commission ( the “SEC”) on March 13, 2009, is being filed for the sole purpose of correcting the table disclosing the potential cash payments and estimated equivalent cash value of benefits generally owed to the named executive officers under the terms of their employment agreements upon termination of those agreements under various scenarios described under “Item 11. Executive Compensation – Potential Payments upon Termination or Change of Control”. In the initial filing on March 13, 2009, this table contained calculation errors, which are now corrected below. Pursuant to the rules of the SEC, we are also amending the Form 10-K to contain currently-dated certifications from Piedmont’s Principal Executive Officer and Principal Financial Officer, as required by SEC rules. We are making no other changes to the original Form 10-K.
 
ITEM 11.	EXECUTIVE COMPENSATION	
Potential Payments upon Termination or Change of Control

Name and Principal Position	  	Without
Cause/For Good
Reason
($)	  	Change-in-Control
(Termination
Without Cause/For
Good Reason)
($)	  	Non-renewal by Us of
Initial or Subsequent
Term
($)	  	Death/Disability
($)	
Donald A. Miller, CFA	  	3,991,812	  	3,991,812	  	3,959,747	  	3,959,747	
Robert E. Bowers	  	2,051,048	  	2,051,048	  	2,018,983	  	2,018,983	
Laura P. Moon	  	546,128	  	546,128	  	546,128	  	546,128	
Raymond L. Owens	  	800,050	  	800,050	  	800,050	  	800,050	
Carroll A. Reddic, IV	  	649,781	  	649,781	  	649,781	  	649,781	

SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized this 20 th  day of July 2009.

Piedmont Office Realty Trust, Inc.
(Registrant)	
 	 	
By:	 	/s/ DONALD A. MILLER, CFA	
 	 	Donald A. Miller, CFA
President, Principal Executive Officer, and Director	

EXHIBIT INDEX
TO
2008 FORM 10-K/A
AMENDMENT No. 1
OF
PIEDMONT OFFICE REALTY TRUST, INC.

Exhibit Number	 	Description of Document	
 	 	
31.1	 	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	
 	 	
31.2	 	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	

EXHIBIT 31.1
PRINCIPAL EXECUTIVE OFFICER CERTIFICATION
PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Donald A. Miller, CFA, certify that:
 
 	1.	I have reviewed this annual report on Form 10-K/A of Piedmont Office Realty Trust, Inc.; and	
 
 	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.	
Dated: July 20, 2009

By:	 	/s/ DONALD A. MILLER, CFA	
 	 	Donald A. Miller, CFA
Principal Executive Officer	

EXHIBIT 31.2
PRINCIPAL FINANCIAL OFFICER CERTIFICATION
PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Robert E. Bowers, certify that:
 
 	1.	I have reviewed this annual report on Form 10-K/A of Piedmont Office Realty Trust, Inc.; and	
 
 	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.	
Dated: July 20, 2009

By:	 	/s/ ROBERT E. BOWERS	
 	 	Robert E. Bowers
Principal Financial Officer