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: Kite John A (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-27	Common Shares	A	70832	—	Acquired	406775	Direct
2012-02-27	Common Shares	A	16620	—	Acquired	423395	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 (128955)	128955	Indirect
Limited Partnership Units of Kite Realty Group, L.P.	$		Common Shares (1714940)	1714940	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: 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.

F4: These units are owned by a limited liability company in which Mr. Kite is a partner.

F5: 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.