SEC Form 4 · accession 0001286043-19-000035
KITE REALTY GROUP TRUST · KRG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John A Kite
Officer — Chairman & CEO · Director
Period of report
Feb 28, 2019
Accepted (ET)
Mar 4, 2019 · 9:01 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001286043
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Shares | holding | — | — | — | 35,088 | D | ||
| Common Shares | holding | — | — | — | 2,098 | I | By Spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Limited Partnership Units of Kite Realty Group, L.P.F1,F2 | $15.68 | Feb 28, 2019 | A | 1,224,490 | A | — | — | Common Shares | 1,224,490 | 1,224,490 | D |
| Limited Partnership Units of Kite Realty Group, L.P.F3 | — | holding | — | — | — | — | — | Common Shares | 792,168 | 792,168 | D |
Explanation of responses
- F1The reporting person received a grant of limited partnership units in 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). 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 $15.68 (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 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.
- F3LP Units are redeemable for an equal number of Common Shares of Kite Realty Group Trust ("Kite") or, at the election of Kite, cash equal to the fair market value of such shares. LP Units have no expiration date.