Anna N Fitzgerald Form 4/A InvenTrust Properties / Anna N Fitzgerald ownership change

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^*

Fitzgerald Anna N

(Last) (First) (Middle)

C/O INVENTRUST PROPERTIES CORP.

2809 BUTTERFIELD ROAD, SUITE 360

(Street)

OAK BROOK IL 60523

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
InvenTrust Properties Corp. [ NONE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/10/2016

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 Stock	05/06/2016		A		95,542(1)	A	$0	164,992(2)	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

Explanation of Responses:

1. Reflects an award of Restricted Stock Units ("RSUs") in the Issuer pursuant to the InvenTrust Properties Corp. 2015 Incentive Award Plan (the "Plan"). Thirty-three percent (33%) of these units will vest on December 31, 2016, thirty-three percent (33%) of these units will vest on December 31, 2017 and the remaining thirty-four percent (34%) of these units will vest on December 31, 2018, subject to accelerated vesting in the event of a termination of employment (i) due to death or disability or (ii) by the Issuer without cause or by the holder for good reason, each within 24 months following a change in control of the Issuer. The RSUs will be settled in shares of the Issuer's common stock within 60 days after the vesting date.

2. Includes 5,761 RSUs in the Issuer that were issued pursuant to the Plan. Such RSUs were issued on May 6, 2016 in connection with the spin-off of Highlands REIT, Inc. pursuant to the adjustment provisions of the Plan. These shares were omitted from the reporting person's original Form 4 filed on May 10, 2016.

Remarks:

	/s/ Scott W. Wilton, as Attorney in Fact	05/10/2016
	** 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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