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KITE REALTY GROUP TRUST Director's Dealing 2016

Feb 19, 2016

31023_dirs_2016-02-19_f39d76ee-ba40-4844-890c-2fd8a1e8f86a.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: 2016-02-17

Reporting Person: McGowan Thomas K (President & COO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-02-18 Common Shares F 1108 $26.64 Disposed 92555 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2016-02-17 Limited Partnership Units of Kite Realty Group, L.P. $ A 9176 Acquired Common Shares (9176.0) 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: The disposition represents the surrender of common shares to fund income taxes due upon the vesting of restricted shares.

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: Represents the LTIP units pursuant to the Kite Realty Group Trust 2013 Equity Incentive Plan. LTIP units will vest in equal amounts on 2/17/17, 2/17/18, 2/17/19, 2/17/20, and 2/17/21.