| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | KRG | Common Shares | 106K | Aug 2, 2023 | Direct |
| 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 | -373K | -100% | $0.00* | 0 | Aug 2, 2023 | Limited Partnership Units of Kite Realty Group, L.P. | 373K | $15.79 | Direct | F1, F2 |
| transaction | KRG | Limited Partnership Units of Kite Realty Group, L.P. | Options Exercise | $0 | +119K | +26.02% | $0.00 | 576K | Aug 2, 2023 | Common Shares | 119K | Direct | F3, F4 | |
| holding | KRG | Limited Partnership Units of Kite Realty Group, L.P. | 5K | Aug 2, 2023 | Common Shares | 5K | By irrevocable trust | F5 |
Thomas K. McGowan is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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 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 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. |
| F4 | The reporting person's Form 4 filed on February 17, 2023 reflected that 32,433 LP Units, classified as LTIP Units, were granted to the reporting person on February 15, 2023 and would vest in equal amounts on 2/15/2024, 2/15/2025, and 2/15/2026, subject to continued service by the reporting person through the applicable vesting date. The Form 4 should have reflected that those 32,433 were granted on February 14, 2023 and will vest in equal amounts on 2/14/2024, 2/14/2025, and 2/14/2026, subject to continued service by the reporting person through the applicable vesting date. |
| F5 | Common Shares are issued upon the redemption of LP Units on a one for one basis. LP Units have no expiration date. |