InvenTrust Properties Corp. Form 4 Filed 2016-12-15

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 ^*

STEIN MICHAEL A

2. Issuer Name and Ticker or Trading Symbol
InvenTrust Properties Corp. [NONE]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O INVENTRUST PROPERTIES CORP., 2809 BUTTERFIELD ROAD, SUITE 200

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2016

(Street)

OAK BROOK, IL 60523

(City)

(State)

(Zip)

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check applicable line)

__X__ Form Filed by One Reporting Person
_____ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

⁽¹⁾

12/14/2016

8,758

⁽¹⁾

Common Stock

8,758

$ 0

8,758

Explanation of Responses:

Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock pursuant to the InvenTrust Properties Corp. 2015 Incentive Award Plan. The RSUs vest on the date of the Issuer's next annual meeting of stockholders subject to accelerated vesting in the event of a termination of service due to death or disability or a change in control of the Issuer. The RSUs will be settled 75% in shares of the Issuer's common stock and 25% in cash within 60 days after the vesting date (or in the event of a change in control of the Issuer, immediately preceding and effective upon such change in control).

	Signatures
	/s/ Michael E. Podboy, as Attorney in Fact	12/15/2016
	** Signature of Reporting Person	Date
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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LIMITED POWER OF ATTORNEY

For Filings under Section 16 of the Securities Exchange Act
of 1934

(InvenTrust Properties Corp.)

The undersigned hereby constitutes and appoints Thomas P.
McGuinness, President and Chief Executive Officer of
InvenTrust Properties Corp. (the "Company"), and Michael E.
Podboy, Executive Vice President, Chief Financial Officer,
Chief Investment Officer and Treasurer of the Company,
each in their respective capacities as such, and each of
their respective successors in such offices, and each of
them,the undersigned's true and lawful attorneys-in-fact
and agents, with full power of substitution in the
premises, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to:

(1) execute for and on behalf of the undersigned, in
the undersigned's capacity as an officer and/or
director of Company, Forms 3, 4 and 5 in accordance with
Section 16(a) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and the rules thereunder;
do and perform any and all acts for and on behalf of the
undersigned that may be necessary or desirable to complete
and execute any such Form 3, 4 or 5 and timely file such
form with the United States Securities and Exchange
Commission and any stock exchange or similar
authority; and

(2) take any other action solely in connection with
the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by or on behalf of,
the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Limited Power of Attorney
shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.

The undersigned hereby grants to each such
attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any
of the rights and powers herein granted, as fully to
all intents and purposes as the undersigned might or
could do if personally present, with full power of
substitution and revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this
Limited Power of Attorney and the rights and powers
herein granted. The undersigned acknowledges that
each of the foregoing attorneys-in-fact, in serving
in such capacity at the request of the undersigned,
is not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act.

This Limited Power of Attorney shall remain
in full force and effect until the undersigned is
no longer required to file Forms 3, 4 and 5 with
respect to the undersigned's holdings of, and
transactions in, securities issued by the Company,
unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has executed
this Limited Power of Attorney this 14th day of
December, 2016.

By: /s/ Michael A. Stein
-----------------------------------
Name: Michael A. Stein
Title: Director