KITE REALTY GROUP TRUST — Director's Dealing 2011

Feb 23, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KITE REALTY GROUP TRUST (KRG)
CIK: 0001286043
Period of Report: 2011-02-18

Reporting Person: McGowan Thomas K (President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-18	Common Shares	A	10237	—	Acquired	136427	Direct
2011-02-18	Common Shares	A	40950	—	Acquired	177377	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	5000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Limited Partnership Units of Kite Realty Group, L.P.	$		Common Shares (1276218)	1276218	Direct
Limited Partnership Units of Kite Realty Group, L.P.	$		Common Shares (141800)	141800	Indirect
Limited Partnership Units of Kite Realty Group, L.P.	$		Common Shares (20000)	20000	Indirect

Footnotes

F1: Represents an award of restricted shares which will vest over 3 years as follows: 1/3 of the total number of restricted shares vest on each anniversary of the grant date.

F2: Represents an award of restricted shares which will vest over 5 years as follows: 1/5 of the total number of restricted shares vest on each anniversary of the grant date.

F3: Common Shares of beneficial interest, par value of $.01 per share (the "Common Shares") are issued upon the redemption of Limited Partnership units ("LP Units") of Kite Realty Group L.P. on a one for one basis. LP Units have no expiration date, and they are currently redeemable for Common Shares or cash at the election of Kite Realty Group Trust.