John A. Kite - May 2, 2022 Form 4 Insider Report for KITE REALTY GROUP TRUST (KRG)

Role: Chairman & CEO, Director
Signature: /s/ John A. Kite
Stock symbol: KRG
Transactions as of: May 2, 2022
Transactions value $: $0
Form type: 4
Date filed: 5/4/2022, 05:37 PM
Previous filing: Feb 17, 2022
Next filing: Nov 22, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	KRG	Common Shares						104K	May 2, 2022	Direct
holding	KRG	Common Shares						2.1K	May 2, 2022	By Spouse

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	KRG	Limited Partnership Units - Kite Realty Group, LP (AO LTIPs)	Options Exercise	$0	-1.49M	-100%	$0.00^*	0	May 2, 2022	Limited Partnership Units of Kite Realty Group, L.P.	1.49M	$15.79	Direct	F1, F2
transaction	KRG	Limited Partnership Units of Kite Realty Group, L.P.	Options Exercise	$0	+439K	+40.25%	$0.00	1.53M	May 2, 2022	Common Shares	439K		Direct	F3

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

Explanation of Responses:

Id	Content
F1	The reporting person previously received a grant of AO LTIPs, pursuant to the Kite Realty Group Trust 2013 Equity Incentive Plan (as it may be amended and/or restated from time to time). 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 $15.79 (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]
F2	[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 vested and became 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 five-year period following the grant date, the reported closing price per Common Share appreciates at least 20% over the applicable Participation Threshold per AO LTIP. The AO LTIPS vested and became exercisable on March 24, 2022 pursuant to the terms of the award agreement.
F3	LP Units are redeemable for an equal number of Common Shares or, at the election of Kite, cash equal to the fair market value of such shares. LP Units have no expiration date.