KITE REALTY GROUP TRUST — Director's Dealing 2013

Dec 26, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KITE REALTY GROUP TRUST (KRG)
CIK: 0001286043
Period of Report: 2013-12-23

Reporting Person: McGowan Thomas K (President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-23	Common Shares	C	25000	—	Acquired	283384	Direct
2013-12-23	Common Shares	X	77333	$3.56	Acquired	360717	Direct
2013-12-23	Common Shares	X	13417	$4.15	Acquired	374134	Direct
2013-12-23	Common Shares	S	133560	$6.50	Disposed	240574	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-23	Limited Partnership Units of Kite Realty Group, L.P.	$0	C	25000	Disposed		Common Shares (568649)	Direct
2013-12-23	Common Share Option (right to buy)	$3.56	X	77333	Disposed	2019-02-22	Common Shares (77333)	Direct
2013-12-23	Common Share Option (right to buy)	$4.15	X	13417	Disposed	2020-02-21	Common Shares (13417)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from from $6.46 to $6.60, 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 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.

F3: 80,000 options granted in 2009 vest over a 5 year period. 77,333 have vested and the remaining 2,667 will vest in February 2014.

F4: 17,500 options granted in 2010 vest over a 5 year period. 13,417 have vested and the remaining 4,083 will vest in February 2014 and February 2015.