0001286043-21-000024.txt : 20210217 0001286043-21-000024.hdr.sgml : 20210217 20210217165518 ACCESSION NUMBER: 0001286043-21-000024 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210212 FILED AS OF DATE: 20210217 DATE AS OF CHANGE: 20210217 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McGowan Thomas K CENTRAL INDEX KEY: 0001295832 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32268 FILM NUMBER: 21645712 MAIL ADDRESS: STREET 1: KITE REALTY GROUP TRUST STREET 2: 30 S MERIDIAN STREET, SUITE 1100 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KITE REALTY GROUP TRUST CENTRAL INDEX KEY: 0001286043 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 113715772 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 30 S MERIDIAN STREET STREET 2: SUITE 1100 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 BUSINESS PHONE: 3175775600 MAIL ADDRESS: STREET 1: 30 S MERIDIAN STREET STREET 2: SUITE 1100 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 4 1 wf-form4_161359888973166.xml FORM 4 X0306 4 2021-02-12 0 0001286043 KITE REALTY GROUP TRUST KRG 0001295832 McGowan Thomas K KITE REALTY GROUP TRUST 30 S MERIDIAN STREET, SUITE 1100 INDIANAPOLIS IN 46204 0 1 0 0 President & COO Common Shares 106028 D Limited Partnership Units of Kite Realty Group, L.P. 2021-02-12 4 A 0 22161 0 A Common Shares 22161.0 396918 D Limited Partnership Units of Kite Realty Group, L.P. Common Shares 5000.0 5000 I By irrevocable trust Limited Partnership Units of Kite Realty Group, L.P. 16.69 2021-02-12 4 A 0 149254 0 A Limited Partnership Units of Kite Realty Group, L.P. 149254.0 149254 D 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. Represents the grant of LTIP units pursuant to the Kite Realty Group Trust 2013 Equity Incentive Plan, as amended. The LTIP units will vest in equal amounts on 2/12/2022, 2/12/2023, 2/12/2024. The reporting person received a grant of limited partnership units in Kite Realty Group, L.P. designated as Class AO LTIP Units ("AO LTIPs"), purusant to the Kite Realty Group Trust 2013 Equity Incentive Plan, as amended and restated as of February 28, 2019. 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 shares of beneficial interest, par value of $.01 per share ("Common Share") of Kite Realty Group Trust as of the date of the conversion over $16.69 (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] [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 period between the first year and the fifth anniversaries of the grant date, the reported closing price per Common Share appreciates at least 15% 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 ten-year term from the grant date. /s/ Thomas K. McGowan 2021-02-17