Heath R Fear - Dec 5, 2024 Form 4 Insider Report for KITE REALTY GROUP TRUST (KRG)

Role: EVP & Chief Financial Officer
Signature: /s/ Heath R. Fear
Stock symbol: KRG
Transactions as of: Dec 5, 2024
Transactions value $: $0
Form type: 4
Date filed: 12/6/2024, 04:20 PM
Previous filing: Aug 7, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	KRG	Common Shares						69.3K	Dec 5, 2024	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	$0	-119K	-100%	$0.00	0	Dec 5, 2024	Limited Partnership Units of Kite Realty Group, L.P.	119K	$16.69	Direct	F1, F2
transaction	KRG	Limited Partnership Units of Kite Realty Group, L.P.	Options Exercise	$0	+46.5K	+13.63%	$0.00	388K	Dec 5, 2024	Common Shares	46.5K		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 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 $16.69 (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 first year and the fifth anniversaries of 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 ten-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.