KITE REALTY GROUP TRUST — Director's Dealing 2012

Feb 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KITE REALTY GROUP TRUST (KRG)
CIK: 0001286043
Period of Report: 2012-02-27

Reporting Person: McGowan Thomas K (President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-27	Common Shares	A	22795	—	Acquired	200172	Direct
2012-02-27	Common Shares	A	3875	—	Acquired	204047	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Limited Partnership Units of Kite Realty Group, L.P.	$		Common Shares (593649)	593649	Direct
Limited Partnership Units of Kite Realty Group, L.P.	$		Common Shares (93905)	93905	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.

F4: The number of units is lower due to the reporting person's transfer of 682,569 units pursuant to a domestic relations orer.