0001286043-24-000002.txt : 20240102
0001286043-24-000002.hdr.sgml : 20240102
20240102164129
ACCESSION NUMBER: 0001286043-24-000002
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231229
FILED AS OF DATE: 20240102
DATE AS OF CHANGE: 20240102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: McGowan Thomas K
CENTRAL INDEX KEY: 0001295832
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32268
FILM NUMBER: 24503088
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]
ORGANIZATION NAME: 05 Real Estate & Construction
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
wk-form4_1704231678.xml
FORM 4
X0508
4
2023-12-29
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
0
Common Shares
106028
D
Limited Partnership Units - Kite Realty Group, LP (AO LTIPs)
17.76
2023-12-29
4
M
0
405405
D
2023-02-11
2026-02-11
Limited Partnership Units of Kite Realty Group, L.P.
405405
0
D
Limited Partnership Units of Kite Realty Group, L.P.
2023-12-29
4
M
0
92402
0
A
Common Shares
92402
668374
D
Limited Partnership Units of Kite Realty Group, L.P.
Common Shares
5000
5000
I
By irrevocable trust
The reporting person previously 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 $17.76 (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 second year and the fifth year following 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 six-year term from the grant date.
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.
/s/ Thomas K. McGowan
2024-01-02