INTERGROUP CORP — Director's Dealing 2010

Mar 18, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTERGROUP CORP (INTG)
CIK: 0000069422
Period of Report: 2010-03-16

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-16	Employee Stock Options (Right to Buy)	$10.3	A	100000	Acquired	2020-03-15	Common Stock (100000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1443581	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (30000)	30000	Direct

Footnotes

F1: Grant of stock options pursuant to The InterGroup Corporation 2010 Omnibus Employee Incentive Plan.

F2: 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.

F3: Each Restricted Stock Unit represents the right to receive, following vesting, one share of Common Stock of The InterGroup Corporation

F4: 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 shares of Common Stock on a one-for-one basis on the vesting date.