KITE REALTY GROUP TRUST
30 S. Meridian Street
Suite 1100
Indianapolis, IN 46204
April 30, 2014
VIA EDGAR AND FEDERAL EXPRESS |
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Mr. Duc Dang |
Division of Corporation Finance |
United States Securities and Exchange Commission |
100 F Street, NE |
Washington, D.C. 20549 |
Re: | Kite Realty Group Trust |
| Registration Statement on Form S-4 (File No. 333-194670) |
| Request for Acceleration of Effective Date |
Dear Mr. Dang:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Kite Realty Group Trust (the “Company”) hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date and time of the above-referenced Registration Statement on Form S-4 (the “Registration Statement”) and declare the Registration Statement effective as of 4:00 p.m., Eastern time, on Friday, May 2, 2014, or as soon thereafter as practicable. The Company also requests that the Commission confirm such effective date and time in writing.
In connection with this request for acceleration, the Company acknowledges that:
· should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
· the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
· the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
[Signature page follows]
| Very truly yours, | |
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| Kite Realty Group Trust | |
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| /s/ Daniel R. Sink | |
| By: | Daniel R. Sink |
| Title: Executive Vice President and Chief Financial Officer | |
