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: McGowan Thomas K (President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-24	Common Shares	A	15855	—	Acquired	256429	Direct
2014-02-24	Common Shares	A	45866	—	Acquired	302295	Direct
2014-02-24	Common Shares	F	8067	$6.25	Disposed	294228	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Limited Partnership Units of Kite Realty Group, L.P.	$		Common Shares (568649)	568649	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 disposition represents the surrender of common shares to fund income taxes due upon the vesting of restricted shares.