Sec Form 4 Filing - McGowan Thomas K @ KITE REALTY GROUP TRUST - 2013-12-23

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed 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 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person McGowan Thomas K 2. Issuer Name and Ticker or Trading Symbol KITE REALTY GROUP TRUST [ KRG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & COO (Last) (First) (Middle) KITE REALTY GROUP TRUST, 30 S MERIDIAN STREET, SUITE 1100 3. Date of Earliest Transaction (MM/DD/YY) 12/23/2013 (Street) INDIANAPOLIS, IN46204 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares 12/23/2013 C 25,000 A $ 0 283,384 D Common Shares 12/23/2013 X 77,333 A $ 3.56 360,717 D Common Shares 12/23/2013 X 13,417 A $ 4.15 374,134 D Common Shares 12/23/2013 S 133,560 D $ 6.5 ( 1 ) 240,574 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Limited Partnership Units of Kite Realty Group, L.P. $ 0 12/23/2013 C( 2 ) 25,000 ( 2 ) ( 2 ) Common Shares 568,649 $ 0 593,649 D Limited Partnership Units of Kite Realty Group, L.P. ( 2 ) ( 2 ) ( 2 ) Common Shares 93,905 93,905 I By grantor retained annuity trust Limited Partnership Units of Kite Realty Group, L.P. ( 2 ) ( 2 ) ( 2 ) Common Shares 20,000 20,000 I By irrevocable trust Common Share Option (right to buy) $ 3.56 12/23/2013 X 77,333 ( 3 ) 02/22/2019 Common Shares 77,333 $ 3.56 2,667 D Common Share Option (right to buy) $ 4.15 12/23/2013 X 13,417 ( 4 ) 02/21/2020 Common Shares 13,417 $ 4.15 4,083 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McGowan Thomas K KITE REALTY GROUP TRUST 30 S MERIDIAN STREET, SUITE 1100 INDIANAPOLIS, IN46204 President & COO Signatures Thomas K. McGowan 12/26/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from from $6.46 to $6.60, inclusive. The reporting person undertakes to provide to Kite Realty Group Trust ("Kite"), any security holder of Kite, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price withini the range set forth in this footnote. ( 2 )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, and they are currently redeemable for Common Shares or cash at the election of Kite Realty Group Trust. ( 3 )80,000 options granted in 2009 vest over a 5 year period. 77,333 have vested and the remaining 2,667 will vest in February 2014. ( 4 )17,500 options granted in 2010 vest over a 5 year period. 13,417 have vested and the remaining 4,083 will vest in February 2014 and February 2015.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.