KITE REALTY GROUP TRUST — Director's Dealing 2015

Feb 26, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KITE REALTY GROUP TRUST (KRG)
CIK: 0001286043
Period of Report: 2015-02-26

Reporting Person: Kite John A (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-26	Common Shares	F	8506	$29.22	Disposed	333896	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	2098	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Limited Partnership Units of Kite Realty Group, L.P.	$		Common Shares (513723)	513723	Direct
Limited Partnership Units of Kite Realty Group, L.P.	$		Common Shares (42500)	42500	Indirect

Footnotes

F1: 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.

F2: These units are owned by a limited liability company in which Mr. Kite is a partner.

F3: 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 1 above, units have no expiration date and are all currently redeemable for Common Shares or cash at the election of Kite.

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