Gerald M. Gorski - Oct 22, 2021 Form 3 Insider Report for KITE REALTY GROUP TRUST (KRG)

Role: Director
Signature: /s/ John A. Kite, Attorney-in-Fact
Stock symbol: KRG
Transactions as of: Oct 22, 2021
Transactions value $: $0
Form type: 3
Date filed: 10/26/2021, 07:05 PM
Previous filing: Jun 7, 2021
Next filing: May 13, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	KRG	Common Shares						49K	Oct 22, 2021	Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Reflects common shares of beneficial interest, par value $0.01 per share ("Common Shares"), of Kite Realty Group Trust ("Kite Realty") received by the Reporting Person pursuant to the definitive Agreement and Plan of Merger, dated as of July 18, 2021 (the "Merger Agreement"), by and among Kite Realty, KRG Oak, LLC, a Maryland limited liability company and a wholly owned subsidiary of Kite Realty ("Merger Sub"), and Retail Properties of America, Inc. ("RPAI"). Pursuant to the Merger Agreement, on October 22, 2021, Kite Realty and RPAI combined through a merger of RPAI with and into Merger Sub, with Merger Sub continuing as the surviving entity and a wholly owned subsidiary of Kite Realty. Pursuant to the Merger Agreement, each share of Class A common stock, par value $0.001 per share, of RPAI was converted into the right to receive 0.623 common shares of Kite Realty, plus the right, if any, to receive cash in lieu of fractional common shares of Kite Realty into which such shares of RPAI common stock would have been converted pursuant to the Merger Agreement. In addition, at the Effective Time (i) holders of restricted stock units representing the right to vest in and be issued shares of RPAI common stock became entitled to receive a number of Kite Realty common shares in accordance with the terms of the Merger Agreement and (ii) Kite Realty assumed certain awards of restricted shares of RPAI common stock, which were converted into a number of awards of restricted Kite Realty common shares in accordance with the terms of the Merger Agreement.

Content

Reflects common shares of beneficial interest, par value $0.01 per share ("Common Shares"), of Kite Realty Group Trust ("Kite Realty") received by the Reporting Person pursuant to the definitive Agreement and Plan of Merger, dated as of July 18, 2021 (the "Merger Agreement"), by and among Kite Realty, KRG Oak, LLC, a Maryland limited liability company and a wholly owned subsidiary of Kite Realty ("Merger Sub"), and Retail Properties of America, Inc. ("RPAI"). Pursuant to the Merger Agreement, on October 22, 2021, Kite Realty and RPAI combined through a merger of RPAI with and into Merger Sub, with Merger Sub continuing as the surviving entity and a wholly owned subsidiary of Kite Realty. Pursuant to the Merger Agreement, each share of Class A common stock, par value $0.001 per share, of RPAI was converted into the right to receive 0.623 common shares of Kite Realty, plus the right, if any, to receive cash in lieu of fractional common shares of Kite Realty into which such shares of RPAI common stock would have been converted pursuant to the Merger Agreement. In addition, at the Effective Time (i) holders of restricted stock units representing the right to vest in and be issued shares of RPAI common stock became entitled to receive a number of Kite Realty common shares in accordance with the terms of the Merger Agreement and (ii) Kite Realty assumed certain awards of restricted shares of RPAI common stock, which were converted into a number of awards of restricted Kite Realty common shares in accordance with the terms of the Merger Agreement.

Remarks:

Exhibit 24 - Power of Attorney