| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
KITE REALTY GROUP TRUST [ KRG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/18/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 Shares | 106,028 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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. | (1) | 02/18/2025 | A | 80,863(2)(3) | (1) | (1) | Common Shares | 80,863 | $0 | 788,344 | D | ||||
| Limited Partnership Units of Kite Realty Group, L.P. | (1) | 02/18/2025 | A | 40,143(4) | (1) | (1) | Common Shares | 40,143 | $0 | 828,487 | D | ||||
| Limited Partnership Units of Kite Realty Group, L.P. | (1) | 02/18/2025 | A | 18,937(5) | (1) | (1) | Common Shares | 18,937 | $0 | 847,424 | D | ||||
| Limited Partnership Units of Kite Realty Group, L.P. | (1) | (1) | (1) | Common Shares | 5,000 | 5,000 | I | By irrevocable trust | |||||||
| Explanation of Responses: |
| 1. Common Shares of beneficial interest, par value of $.01 per share are issued upon the redemption and tender of Limited Partnership units ("LP Units") of Kite Realty Group L.P. on a one for one basis. LP Units have no expiration date. |
| 2. Represents LTIP Units (as defined below) earned related to an award previously granted on January 14, 2022 pursuant to the Kite Realty Group Trust 2013 Equity Incentive Plan, as amended (the "Plan"). The number of earned LTIP Units was based on the achievement of performance criteria as determined by the Compensation Committee of the Issuer's Board of Directors on February 18, 2025 with respect to a performance period commencing on October 23, 2021 and ending on December 31, 2024 (the "Performance Period") and represents the maximum number of LTIP Units eligible to be earned. LTIP Units ("LTIP Units") are a class of LP Units that, if vested, are convertible at the option of the holder, conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, into an equal number of LP Units. |
| 3. The performance criteria measured the Kite Realty Group's achievement of the following pre-set components over the Performance Period (i) cumulative annualized net operating income for executed new leases, (ii) post-merger cash general and administrative expense synergies, and (iii) same property net operating income margin improvement, and the awards were further subject to adjustment based on absolute TSR performance over the Performance Period. |
| 4. Represents the grant of LTIP Units pursuant to the the Plan. These LTIP units will vest in equal amounts on 2/18/2026, 2/18/2027, and 2/18/2028, subject to continued service by the reporting person through the applicable vesting date. |
| 5. Represents LTIP Units under the Plan, which were earned based on the achievement of certain performance measures during the three-year performance period ended February 14, 2025. |
| Remarks: |
| /s/ Thomas K. McGowan | 02/20/2025 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||