0001286043-23-000104.txt : 20230804 0001286043-23-000104.hdr.sgml : 20230804 20230804164255 ACCESSION NUMBER: 0001286043-23-000104 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230802 FILED AS OF DATE: 20230804 DATE AS OF CHANGE: 20230804 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Heath R Fear CENTRAL INDEX KEY: 0001651096 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32268 FILM NUMBER: 231144609 BUSINESS ADDRESS: STREET 1: C/O GGP INC. STREET 2: 350 N. ORLEANS, SUITE 300 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: 312-960-5000 MAIL ADDRESS: STREET 1: C/O GGP INC. STREET 2: 350 N. ORLEANS, SUITE 300 CITY: CHICAGO STATE: IL ZIP: 60654 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 wk-form4_1691181765.xml FORM 4 X0508 4 2023-08-02 0 0001286043 KITE REALTY GROUP TRUST KRG 0001651096 Heath R Fear 30 SOUTH MERIDIAN ST. SUITE 1100 INDIANAPOLIS IN 46204 0 1 0 0 EVP & Chief Financial Officer 0 Common Shares 69265 D Limited Partnership Units - Kite Realty Group, LP (AO LTIPs) 15.79 2023-08-02 4 M 0 253416 0 D 2022-03-24 2025-03-24 Common Shares 253416 0 D Limited Partnership Units of Kite Realty Group, L.P. 2023-08-02 4 M 0 80865 0 A Common Shares 80865 239128 D 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] [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. The AO LTIPS vested and became exercisable on March 24, 2022 pursuant to the terms of the award agreement. 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. The reporting person's Form 4 filed on February 17, 2023 reflected that 29,730 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 29,730 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. /s/ Heath R. Fear 2023-08-04