SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
McGowan Thomas K

(Last) (First) (Middle)
KITE REALTY GROUP TRUST
30 S MERIDIAN STREET, SUITE 1100

(Street)
INDIANAPOLIS IN 46204

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
KITE REALTY GROUP TRUST [ KRG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President & COO
3. Date of Earliest Transaction (Month/Day/Year)
12/23/2013
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Shares 12/23/2013 C 25,000 A $0 283,384 D
Common Shares 12/23/2013 X 77,333 A $3.56 360,717 D
Common Shares 12/23/2013 X 13,417 A $4.15 374,134 D
Common Shares 12/23/2013 S 133,560 D $6.5 (1) 240,574 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Limited Partnership Units of Kite Realty Group, L.P. $0 12/23/2013 C (2) 25,000 (2) (2) Common Shares 568,649 $0 593,649 D
Limited Partnership Units of Kite Realty Group, L.P. (2) (2) (2) Common Shares 93,905 93,905 I By grantor retained annuity trust
Limited Partnership Units of Kite Realty Group, L.P. (2) (2) (2) Common Shares 20,000 20,000 I By irrevocable trust
Common Share Option (right to buy) $3.56 12/23/2013 X 77,333 (3) 02/22/2019 Common Shares 77,333 $3.56 2,667 D
Common Share Option (right to buy) $4.15 12/23/2013 X 13,417 (4) 02/21/2020 Common Shares 13,417 $4.15 4,083 D
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from from $6.46 to $6.60, inclusive. The reporting person undertakes to provide to Kite Realty Group Trust ("Kite"), any security holder of Kite, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price withini the range set forth in this footnote.
2. 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.
3. 80,000 options granted in 2009 vest over a 5 year period. 77,333 have vested and the remaining 2,667 will vest in February 2014.
4. 17,500 options granted in 2010 vest over a 5 year period. 13,417 have vested and the remaining 4,083 will vest in February 2014 and February 2015.
Remarks:
Thomas K. McGowan 12/26/2013
** 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 4 (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).
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