SEC FORM 4

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^*

Kite John A

(Last)

(First)

(Middle)

KITE REALTY GROUP TRUST

30 S MERIDIAN STREET, SUITE 1100

(Street)

INDIANAPOLIS

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2008

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	12/29/2008		J		30,000⁽¹⁾	A	$0⁽¹⁾	449,366⁽²⁾	D
Common Shares	02/24/2009		P		100	A	$3.315	449,466	D
Common Shares								10,000	I	By Spouse

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Limited Partnership Units of Kite Realty Group, L.P.	⁽¹⁾	12/29/2008		J⁽¹⁾			30,000	⁽¹⁾	⁽¹⁾	Common Shares	30,000	$0	640,000⁽³⁾	I	By Limited Liability Company
Limited Partnership Units of Kite Realty Group, L.P.	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common Shares	200,000		200,000	I	By grantor retained annuity trust
Limited Partnership Units of Kite Realty Group, L.P.	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common Shares	1,643,895		1,643,895	D
Common Share Option (right to buy)	$3.56	02/23/2009		A		120,000		⁽⁵⁾	02/23/2019	Common Shares	120,000	$0	120,000	D

Explanation of Responses:

1. Common Shares of beneficial interest, par value $.01 per share (the "Common Shares") were issued upon the redemption and tender of Limited Partnership units ("LP Units") of Kite Realty Group L.P. on a one for one basis. L.P. Units have no expiration date and they are all currently redeemable.

2. Amount varies from Mr. Kite's most recently filed Form 4 by 637 shares. Due to administrative error, the Company previously inadvertantly overstated Common Share holdings for Mr. Kite.

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

4. LP Units are redeemable for an equal amount 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.

5. The options vest over 5 years as follows: 1/5 of the total number of shares covered by the option vest on the one-year anniversary of the grant date; thereafter 1/60 of the total number of shares covered by the options vest on a monthly basis.

	John A. Kite	02/25/2009
	** 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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