Kite joined the Kite organization as Chief Financial Officer of Kite Development in 1990. Kite continues to provide our Board and management team with invaluable experience in managing and operating our real estate company. KMI Realty Advisors is a full-service, SEC-registered real estate advisory firm. Kite has in-depth, long-standing knowledge of our assets, operations, markets and employees. Kite’s long tenure as our Company’s leader provides us with stability and continuity. Kite began his career in 1987 at Harris Trust and Savings Bank in Chicago, and he holds a B.A. Kite is responsible for the Company’s strategic planning, operations, acquisitions and capital markets activities. From 1997 to our IPO in 2004, he served as President and Chief Executive Officer of our predecessor and other affiliated companies (the “Kite Companies”). He also served as our President from our IPO until December 2008. Kite has served as Chairman of the Board since December 2008, as a trustee since our formation in March 2004, and as our Chief Executive Officer since our initial public offering (“IPO”) in August 2004. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.Background: Mr. Note: File three copies of this Form, one of which must be manually signed. ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. * If the form is filed by more than one reporting person, Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. )Common Shares of beneficial interest, par value $.01 per share (the 'Common Shares') are issued upon the redemption and tender of Limited Partnership units ('LP Units') of Kite Realty Group L.P.

Under the award agreement, the AO LTIPs have a six-year term from the grant date. 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 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 (as set forth in the table above) for a minimum of 20 consecutive trading days. The resulting LP Units are redeemable by the holder for one Common Share per LP Unit or the cash value of aĬommon Share, at the Issuer's option. federal income tax purposes, into an equal number of limited partnership units in Kite Realty Group L.P. ) conditioned upon minimum allocations to the capital accounts of the LTIPs for U.S. 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 $15.68 (the 'Participation Threshold per AO LTIP'), divided by (ii) the value of a Common Share as of the date of conversion. 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 Class AO LTIP Units ('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). )The reporting person received a grant of limited partnership units in Kite Realty Group L.P. Limited Partnership Units of Kite Realty Group, L.P. Ownership Form of Derivative Security: Direct (D) or Indirect (I)ġ1. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)ġ0. Title and Amount of Underlying Securitiesĩ. Number of Derivative Securities Acquired (A) or Disposed of (D)ħ.

Deemed Execution Date, if any (MM/DD/YY)ĥ. Conversion or Exercise Price of Derivative SecurityģA.

, puts, calls, warrants, options, convertible securities)Ģ. Table II - Derivative Securities Acquired, Ownership Form: Direct (D) or Indirect (I)ħ. Securities Acquired (A) or Disposed of (D)Īmount of Securities Beneficially Owned Following Reported Transaction(s)Ħ. Deemed Execution Date, if any (MM/DD/YY)Ĥ. Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially OwnedĢA. _ Form filed by More than One Reporting Person Relationship of Reporting Person(s) to Issuerģ. STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPįiled pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940Įstimated average burden hours per response.ĥ. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Form 4 or Form 5 obligations may continue. Check this box if no longer subject to Section 16.

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