KITE REALTY GROUP TRUST — Director's Dealing 2012

Aug 23, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KITE REALTY GROUP TRUST (KRG)
CIK: 0001286043
Period of Report: 2012-08-21

Reporting Person: Kite John A (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-21	Common Shares	C	25000	—	Acquired	359652	Direct
2012-08-21	Common Shares	S	25000	$5.16	Disposed	334652	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-21	Limited Partnership Units of Kite Realty Group, L.P.	$0	C	25000	Disposed		Common Shares (2054717)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	8393	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Limited Partnership Units of Kite Realty Group, L.P.	$		Common Shares (170000)	170000	Indirect
Limited Partnership Units of Kite Realty Group, L.P.	$		Common Shares (114178)	114178	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from from $5.15 to $5.19, inclusive. The reporting person undertakes to provide to Kite Realty Group Trust ("Kite"), any security holder of Kite, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price withini the range set forth in this footnote.

F2: 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.

F3: These units are owned by a limited liability company in which Mr. Kite is a partner.

F4: 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 3 above, units have no expiration date and are all currently redeemable for Common Shares or cash at the election of Kite.