0001286043-19-000055.txt : 20190326 0001286043-19-000055.hdr.sgml : 20190326 20190326164149 ACCESSION NUMBER: 0001286043-19-000055 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190324 FILED AS OF DATE: 20190326 DATE AS OF CHANGE: 20190326 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Murray Scott E. CENTRAL INDEX KEY: 0001617255 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32268 FILM NUMBER: 19705737 MAIL ADDRESS: STREET 1: 30 SOUTH MERIDIAN STREET STREET 2: SUITE 1100 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KITE REALTY GROUP TRUST CENTRAL INDEX KEY: 0001286043 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 113715772 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 30 S MERIDIAN STREET STREET 2: SUITE 1100 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 BUSINESS PHONE: 3175775600 MAIL ADDRESS: STREET 1: 30 S MERIDIAN STREET STREET 2: SUITE 1100 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 4 1 wf-form4_155363289493931.xml FORM 4 X0306 4 2019-03-24 0 0001286043 KITE REALTY GROUP TRUST KRG 0001617255 Murray Scott E. 30 SOUTH MERIDIAN ST. SUITE 1100 INDIANAPOLIS IN 46204 0 1 0 1 EVP, General Counsel Corporate Secretary Common Shares 8828 D Limited Partnership Units of Kite Realty Group, L.P. 15.68 2019-03-24 2019-03-24 4 D 0 153061 0 D Common Shares 153061.0 0 D Limited Partnership Units of Kite Realty Group, L.P. 2019-03-24 2019-03-24 4 A 0 186335 0 A Common Shares 186335.0 186335 D Limited Partnership Units of Kite Realty Group, L.P. Common Shares 36552.0 36552 D (1)Unvested Class AO LTIP Units ("AO LTIPs") in Kite Realty Group L.P. granted on 2/28/19 were forfeited and cancelled by mutual agreement of the reporting person and Kite Realty Group Trust ("Kite"). On 3/24/19, AO LTIPs were granted in an amount equal to the same target value as the forfeited awards, as further described in Notes (2) and (3) below and corresponding entries in the table. The AO LTIPs granted on 3/24/19 have a higher Participation Threshold per AO LTIP (as defined in Note 2 below) than the forfeited awards and have a lower per unit potential target value than the forfeited awards due to the elimination of the payment of any current distributions on the AO LTIPs and of an accrued distribution upon conversion of vested AO LTIPs into vested LTIPs (as defined in and further described in Note 2 below). (2)The reporting person 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] [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 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. Under the award agreement, the AO LTIPs have a six-year term from the grant date. 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. on a one for one basis. LP Units have no expiration date, and they are all currently redeemable. /s/ Scott E. Murray 2019-03-26