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: Kite John A (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-18	Common Shares	A	16361	—	Acquired	344712	Direct
2011-02-18	Common Shares	A	48336	—	Acquired	393048	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-18	Common Share Option (right to buy)	$5.26	A	76271	Acquired	2021-02-17	Common Shares (76271)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	10000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Limited Partnership Units of Kite Realty Group, L.P.	$		Common Shares (640000)	640000	Indirect
Limited Partnership Units of Kite Realty Group, L.P.	$		Common Shares (200000)	200000	Indirect
Limited Partnership Units of Kite Realty Group, L.P.	$		Common Shares (1643895)	1643895	Direct

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: The options will vest over 5 years as follows: 1/5 of the total number of shares covered by the options vest on the one-year anniversary of the grant date; thereafter, 1/60 of the total number of shares covered by the options vest on a monthly basis.

F4: Common Shares of beneficial interest, par value $.01 per share (the "Common Shares") are issued upon the redemption and tender 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 all currently redeemable.

F5: These units are owned by a limited liability company in which Mr. Kite is a partner.

F6: LP Units are redeemable for an equal number of Common Shares of Kite Realty Group Trust ("Kite") or, at the election of Kite, cash equal to the fair market value of such shares. As noted in Footnote 4 above, units have no expiration date and are all currently redeemable for Common Shares or cash at the election of Kite.