Thomas K. McGowan - Dec 29, 2023 Form 4 Insider Report for KITE REALTY GROUP TRUST (KRG)

Signature
/s/ Thomas K. McGowan
Stock symbol
KRG
Transactions as of
Dec 29, 2023
Transactions value $
$0
Form type
4
Date filed
1/2/2024, 04:41 PM
Previous filing
Aug 4, 2023
Next filing
Feb 21, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding KRG Common Shares 106K Dec 29, 2023 Direct

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 -405K -100% 0 Dec 29, 2023 Limited Partnership Units of Kite Realty Group, L.P. 405K $17.76 Direct F1, F2
transaction KRG Limited Partnership Units of Kite Realty Group, L.P. Options Exercise $0 +92.4K +16.04% $0.00 668K Dec 29, 2023 Common Shares 92.4K Direct F3
holding KRG Limited Partnership Units of Kite Realty Group, L.P. 5K Dec 29, 2023 Common Shares 5K By irrevocable trust 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 limited partnership units in Kite Realty Group, L.P. designated as Class AO LTIP Units ("AO LTIPs"), purusant 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 shares of beneficial interest, par value of $.01 per share ("Common Share") of Kite Realty Group Trust as of the date of the 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]
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 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.
F3 Common Shares of beneficial interest, par value of $.01 per share (the "Common Shares") are issued upon the redemption of Limited Partnership units ("LP Units") of Kite Realty Group L.P. on a one for one basis. LP Units have no expiration date, and they are currently redeemable for Common Shares or cash at the election of Kite Realty Group Trust.