SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

GORSKI GERALD M

(Last)

(First)

(Middle)

C/O KITE REALTY GROUP TRUST

30 S. MERIDIAN ST., SUITE 1100

(Street)

INDIANAPOLIS

46204

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/22/2021

3. Issuer Name and Ticker or Trading Symbol
KITE REALTY GROUP TRUST [ KRG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	48,972⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. Reflects common shares of beneficial interest, par value $0.01 per share ("Common Shares"), of Kite Realty Group Trust ("Kite Realty") received by the Reporting Person pursuant to the definitive Agreement and Plan of Merger, dated as of July 18, 2021 (the "Merger Agreement"), by and among Kite Realty, KRG Oak, LLC, a Maryland limited liability company and a wholly owned subsidiary of Kite Realty ("Merger Sub"), and Retail Properties of America, Inc. ("RPAI"). Pursuant to the Merger Agreement, on October 22, 2021, Kite Realty and RPAI combined through a merger of RPAI with and into Merger Sub, with Merger Sub continuing as the surviving entity and a wholly owned subsidiary of Kite Realty. Pursuant to the Merger Agreement, each share of Class A common stock, par value $0.001 per share, of RPAI was converted into the right to receive 0.623 common shares of Kite Realty, plus the right, if any, to receive cash in lieu of fractional common shares of Kite Realty into which such shares of RPAI common stock would have been converted pursuant to the Merger Agreement. In addition, at the Effective Time (i) holders of restricted stock units representing the right to vest in and be issued shares of RPAI common stock became entitled to receive a number of Kite Realty common shares in accordance with the terms of the Merger Agreement and (ii) Kite Realty assumed certain awards of restricted shares of RPAI common stock, which were converted into a number of awards of restricted Kite Realty common shares in accordance with the terms of the Merger Agreement.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ John A. Kite, Attorney-in-Fact	10/26/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.