R Fear Heath Form 4 KITE REALTY GROUP TRUST / R Fear Heath 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^*

Heath R Fear

(Last) (First) (Middle)

30 SOUTH MERIDIAN ST.

SUITE 1100

(Street)

INDIANAPOLIS IN 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2020

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)
			Code	V	Amount	(A) or (D)	Price

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
Limited Partnership Units of Kite Realty Group, L.P.	$17.76(1)(2)	02/12/2020		A		$408,000(1)(2)(3)		(1)(2)	(1)(2)	Common Shares	$408,000(1)(2)(3)	$0(1)(2)	$408,000	D

Explanation of Responses:

1. The reporting person received a grant of limited partnership units in Kite Realty Group L.P. designated as Class AO LTIP Units ("AO LTIPs"), pursuant 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 share of beneficial interest, par value of $.01 per share ("Common Share") of Kite Realty Group Trust as of the date of 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]

2. [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.

3. The Compensation Committee approved a grant of AO LTIPs for the reporting person based on a target dollar value of $408,000. The number of AO LTIPs will be determined by dividing the target dollar value by the grant date fair value per AO LTIP Unit; the grant date fair value per AO LTIP Unit is pending appraisal.

Remarks:

	/s/ Heath R. Fear	02/14/2020
	** 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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