Sec Form 4 Filing - LOEB MARSHALL A @ EASTGROUP PROPERTIES INC - 2020-02-13

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

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1. Name and Address of Reporting Person LOEB MARSHALL A 2. Issuer Name and Ticker or Trading Symbol EASTGROUP PROPERTIES INC [ EGP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 400 W. PARKWAY PLACE, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 02/13/2020 (Street) RIDGELAND, MS39157 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 Stock 02/13/2020 A 8,887 ( 1 ) A $ 0 72,470 D Common Stock 02/13/2020 A 13,429 ( 2 ) A $ 0 85,899 D Common Stock 02/13/2020 F 4,638 ( 3 ) D $ 141.63 81,261 D Common Stock 278 I Loeb Family Foundation ( 4 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LOEB MARSHALL A 400 W. PARKWAY PLACE SUITE 100 RIDGELAND, MS39157 X President and CEO Signatures /s/ Marshall A. Loeb 02/18/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Issuance of restricted shares upon the satisfaction of the performance goals in connection with the 2017 long-term incentive program. These restricted shares were awarded pursuant to the Issuer's 2013 Equity Incentive Plan, as amended, and vest three-fourths on the performance goal certification date (February 13, 2020) and one-fourth on January 1, 2021. ( 2 )Issuance of restricted shares upon the satisfaction of the performance goals in connection with the 2019 annual incentive program. These restricted shares were awarded pursuant to the Issuer's 2013 Equity Incentive Plan, as amended, and vest one-fifth on the performance goal certification date (February 13, 2020) and one-fifth on each of January 1, 2021, 2022, 2023 and 2024. ( 3 )On February 13, 2020, 10,457 restricted shares vested and the Reporting Person instructed the Issuer to withhold 4,638 shares to cover tax withholding obligations as permitted under the Issuer's 2013 Equity Incentive Plan, as amended. ( 4 )Shares are held by the Loeb Family Foundation. Neither Marshall Loeb nor any member of his family has any pecuniary interest in the shares held by the Loeb Family Foundation.

Remarks: Exhibit List: Exhibit 24 - Power of Attorney

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).

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