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KITE REALTY GROUP TRUST Director's Dealing 2015

Jun 5, 2015

31023_dirs_2015-06-05_7df6cf4e-ec68-495b-91a9-74c62661d260.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KITE REALTY GROUP TRUST (KRG)
CIK: 0001286043
Period of Report: 2015-06-03

Reporting Person: McGowan Thomas K (President & COO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-06-03 Common Shares D 54967 Disposed 97528 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-06-03 Limited Partnership Units of Kite Realty Group, L.P. $ A 54967 Acquired Common Shares (54967.0) Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Limited Partnership Units of Kite Realty Group, L.P. $ Common Shares (5000.0) 5000 Indirect

Footnotes

F1: Cancellation of unvested restricted shares that would have vested in equal amounts on 7/2/15, 7/2/16, 7/2/17, and 7/2/18 in exchange for an equal number of LTIP units of Kite Realty Group, L.P. The LTIP units were issued pursuant to the Kite Realty Group Trust 2013 Equity Incentive Plan.

F2: Limited Partnership units of Kite Realty Group, L.P. ("LP Units") are redeemable for common shares of beneficial interest of Kite Realty Group Trust (the "Company") on a one-to-one basis or, at the Company's election, the cash value thereof. The LP units have no expiration date.