KITE REALTY GROUP TRUST — Director's Dealing 2019

Mar 26, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KITE REALTY GROUP TRUST (KRG)
CIK: 0001286043
Period of Report: 2019-03-24

Reporting Person: McGowan Thomas K (President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-25	Common Shares	F	1714	$15.50	Disposed	73362	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-24	Limited Partnership Units of Kite Realty Group, L.P.	$	D	306122	Disposed		Common Shares (306122.0)	Direct
2019-03-24	Limited Partnership Units of Kite Realty Group, L.P.	$	A	372671	Acquired		Common Shares (372671.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Limited Partnership Units of Kite Realty Group, L.P.	$		Common Shares (272589.0)	272589	Direct
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: Unvested Class AO LTIP Units ("AO LTIPs") in Kite Realty Group L.P. granted on 2/28/19 were forfeited and cancelled by mutual agreement of the reporting person and Kite Realty Group Trust ("Kite"). On 3/24/19, AO LTIPs were granted in an amount equal to the same target value as the forfeited awards, as further described in Notes (3) and (4) below and corresponding entries in the table. The AO LTIPs granted on 3/24/19 have a higher Participation Threshold per AO LTIP (as defined in Note 3 below) than the forfeited awards and have a lower per unit potential target value than the forfeited awards due to the elimination of the payment of any current distributions on the AO LTIPs and of an accrued distribution upon conversion of vested AO LTIPs into vested LTIPs (as defined in and further described in Note 3 below).

F3: The reporting person received a grant of AO LTIPs, pursuant to the Kite Realty Group Trust 2013 Equity Incentive Plan (as it may be amended and/or restated from time to time). AO LTIPs are similar to "net exercise" stock option awards and are convertible, once vested, into a number of vested limited partnership units of Kite Realty Group L.P. designated as LTIP Units ("LTIPs"), determined by the quotient of (i) the excess of the value of a common share of beneficial interest, par value of $.01 per share ("Common Share") of Kite Realty Group Trust as of the date of conversion over $15.79 (the "Participation Threshold per AO LTIP"), divided by (ii) the value of a Common Share as of the date of conversion. Vested LTIPs into which AO LTIPs have been converted are further convertible, [footnote continued]

F4: [Continued from footnote] conditioned upon minimum allocations to the capital accounts of the LTIPs for U.S. federal income tax purposes, into an equal number of limited partnership units in Kite Realty Group L.P. ("LP Units"). The resulting LP Units are redeemable by the holder for one Common Share per LP Unit or the cash value of a Common Share, at the Issuer's option. The AO LTIPs will vest and become exercisable as of the date that both of the following requirements have been met: (i) the grantee remains in continuous service from the grant date through the third anniversary of the grant date; and (ii) at any time during the five-year period following the grant date, the reported closing price per Common Share appreciates at least 20% over the applicable Participation Threshold per AO LTIP (as set forth in the table above) for a minimum of 20 consecutive trading days. Under the award agreement, the AO LTIPs have a six-year term from the grant date.

F5: LP Units are redeemable for an equal number of Common Shares or, at the election of Kite, cash equal to the fair market value of such shares. LP Units have no expiration date.