KITE REALTY GROUP TRUST — Director's Dealing 2014

Feb 26, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KITE REALTY GROUP TRUST (KRG)
CIK: 0001286043
Period of Report: 2014-02-24

Reporting Person: Sink Daniel R (Executive VP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-24	Common Shares	A	12971	—	Acquired	194486	Direct
2014-02-24	Common Shares	A	41890	—	Acquired	236376	Direct
2014-02-24	Common Shares	F	8748	$6.25	Disposed	227628	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Limited Partnership Units of Kite Realty Group, L.P.	$		Common Shares (61538)	61538	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 benefical 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 currently redeemable for Common Shares or cash at the electio nof Kite Realty Group Trust.

F4: The disposition represents the surrender of common shares to fund income taxes due upon the vesting of restricted shares.