INTERGROUP CORP — Director's Dealing 2011

Sep 13, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTERGROUP CORP (INTG)
CIK: 0000069422
Period of Report: 2011-09-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-09-10	Common Stock	M	15000	—	Acquired	1473581	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-09-10	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 ("RSUs") issued pursuant to The InterGroup Corporation 2008 Restricted Stock Unit Plan.

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

F3: RSUs vested on September 10, 2011. As RSUs 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 date of grant (March 16, 2010) over a period of 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 the exercise price.