INTERGROUP CORP — Director's Dealing 2010

Sep 14, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTERGROUP CORP (INTG)
CIK: 0000069422
Period of Report: 2010-09-10

Reporting Person: WINFIELD JOHN V (Director, Chairman and President, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-09-10	Common Stock	M	15000	—	Acquired	1458581	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-09-10	Restricted Stock Units	$0	M	15000	Disposed		Common Stock (15000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Options (Right to Buy)	$10.3	2020-03-15	Common Stock (100000)	100000	Direct

Footnotes

F1: Common Stock acquired upon vesting of Restricted Stock Units issued pursuant to The InterGroup Corporation 2008 Restricted Stock Unit Plan.

F2: Each Restricted Stock Unit represents the right to receive, following vesting, one share of Common Stock of The InterGroup Corporation.

F3: Restricted Stock Units vest as follows: September 10, 2010 - 15,000 shares; September 10, 2011 - 15,000 shares. As Restricted Stock Units vest, they are converted to vested shares of Common Stock on a one-for-one basis on the vesting date.

F4: Stock options have time and performance vesting requirements, both of which have to be met for options to be fully vested and exercisable. Under the time vesting requirements, 20,000 options will vest each year on the aniversary of the date of grant for the next five years. Under the performance vesting requirements, options will vest in increments of 20,000 upon each increase of $2,00 or more in the fair market value of the Company's Common Stock above the exercise price.