Sec Form 4/A Filing - Fitzgerald Anna N @ InvenTrust Properties Corp. - 2016-05-06

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FORM 4/A
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
Fitzgerald Anna N
2. Issuer Name and Ticker or Trading Symbol
InvenTrust Properties Corp. [ NONE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP, Chief Accounting Officer
(Last) (First) (Middle)
C/O INVENTRUST PROPERTIES CORP., 2809 BUTTERFIELD ROAD, SUITE 360
3. Date of Earliest Transaction (MM/DD/YY)
05/06/2016
(Street)
OAK BROOK, IL60523
4. If Amendment, Date Original Filed (MM/DD/YY)
05/10/2016
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 05/06/2016 A 95,542 ( 1 ) A $ 0 164,992 ( 2 ) 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fitzgerald Anna N
C/O INVENTRUST PROPERTIES CORP.
2809 BUTTERFIELD ROAD, SUITE 360
OAK BROOK, IL60523
EVP, Chief Accounting Officer
Signatures
/s/ Scott W. Wilton, as Attorney in Fact 05/10/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects an award of Restricted Stock Units ("RSUs") in the Issuer pursuant to the InvenTrust Properties Corp. 2015 Incentive Award Plan (the "Plan"). Thirty-three percent (33%) of these units will vest on December 31, 2016, thirty-three percent (33%) of these units will vest on December 31, 2017 and the remaining thirty-four percent (34%) of these units will vest on December 31, 2018, subject to accelerated vesting in the event of a termination of employment (i) due to death or disability or (ii) by the Issuer without cause or by the holder for good reason, each within 24 months following a change in control of the Issuer. The RSUs will be settled in shares of the Issuer's common stock within 60 days after the vesting date.
( 2 )Includes 5,761 RSUs in the Issuer that were issued pursuant to the Plan. Such RSUs were issued on May 6, 2016 in connection with the spin-off of Highlands REIT, Inc. pursuant to the adjustment provisions of the Plan. These shares were omitted from the reporting person's original Form 4 filed on May 10, 2016.

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