Chairman of the Board & CEO Olson Jeffrey S converted options into 300,000 shares and sold $6,234,448 worth of shares (300,000 units at $20.78), increasing direct ownership by 0.00% to 1,931 units (SEC Form 4)
$UE
Real Estate
Finance
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Urban Edge Properties [ UE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/13/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Shares | 02/13/2025 | C | 300,000(1) | A | $0.0000(1) | 301,930.8(2) | D | |||
| Common Shares | 02/14/2025 | S | 177,802 | D | $20.9509(3) | 124,128.8(2) | D | |||
| Common Shares | 02/18/2025 | S | 122,198 | D | $20.535(4) | 1,930.8(2) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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: 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 | ||||||||
| LTIP Units(5) | (5) | 02/13/2025 | C | 79,937 | (5) | (5) | Common Shares | 79,937 | $0.0000 | 0.0000 | D | ||||
| LTIP Units(6) | (6) | 02/13/2025 | C | 30,710 | (6) | (6) | Common Shares | 30,710 | $0.0000 | 0.0000 | D | ||||
| LTIP Units (2018 LTI Time)(7) | (7) | 02/13/2025 | C | 13,485 | (7) | (7) | Common Shares | 13,485 | $0.0000 | 0.0000 | D | ||||
| LTIP Units (2019 LTI Time)(8) | (8) | 02/13/2025 | C | 34,047 | (8) | (8) | Common Shares | 34,047 | $0.0000 | 0.0000 | D | ||||
| LTIP Units (2019 LTI Perf.)(9) | (9) | 02/13/2025 | C | 28,754 | (9) | (9) | Common Shares | 28,754 | $0.0000 | 0.0000 | D | ||||
| LTIP Units (2020 LTI Time)(10) | (10) | 02/13/2025 | C | 70,799 | (10) | (10) | Common Shares | 70,799 | $0.0000 | 0.0000 | D | ||||
| LTIP Units (2021 LTI Perf.)(11) | (11) | 02/13/2025 | C | 42,268 | (11) | (11) | Common Shares | 42,268 | $0.0000 | 49,032 | D | ||||
| Explanation of Responses: |
| 1. 300,000 LTIP units ("LTIP Units") in Urban Edge Properties LP (the "Partnership"), of which Urban Edge Properties (the "Issuer") is the sole general partner, were exchanged for an equal number of Common Partnership Units ("Common Units") in the Partnership, which were subsequently redeemed for an equal number of common shares of beneficial interest, par value $0.01 ("Common Shares") of the Issuer. Following this conversion, Mr. Olson will own over 1.9 million LTIP Units across numerous tranches of LTIP Unit issuances. |
| 2. Total includes Common Shares of the Issuer purchased, if any, through the Issuer's employee stock purchase plan and dividend reinvestment plan. |
| 3. The range of prices for the transaction reported on this line was $20.68 to $21.68. The weighted average price was $20.9509. The reporting person will provide, upon request by the SEC, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| 4. The range of prices for the transaction reported on this line was $20.44 to $20.72. The weighted average price was $20.535. The reporting person will provide, upon request by the SEC, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| 5. Represents LTIP Units granted pursuant to the Omnibus Plan. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes and vesting, each LTIP Unit may be converted, at the election of the holder, into a Common Unit. Each Common Unit acquired upon conversion of an LTIP Unit may be converted into one Common Share. The rights to convert LTIP Units into Common Units and to convert Common Units into Common Shares do not have expiration dates. The LTIP Units were granted and vested as follows: (i) 36,997 LTIP Units granted February 22, 2018 vested ratably over four years, with the initial vesting having occurred on February 22, 2019; (ii) 25,416 LTIP Units granted February 27, 2019 vested ratably over four years, with the initial vesting having occurred on February 27, 2020; and (iii) 17,524 LTIP Units granted February 20, 2020 vested ratably over four years, with the initial vesting having occurred on February 20, 2021. |
| 6. Represents LTIP Units granted November 6, 2015 pursuant to the Urban Edge Properties 2015 Omnibus Plan ("Omnibus Plan") and earned pursuant to the UEP 2015 Outperformance Plan following the achievement of certain relative total shareholder return goals over the three-year period ending November 5, 2018. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes and vesting, each LTIP Unit may be converted, at the election of theholder, into a Common Unit. Each Common Unit acquired upon conversion of an LTIP Unit may be converted into one Common Share. The rights to convert LTIP Units into Common Units and to convert Common Units into Common Shares do not have expiration dates. 50% of the LTIP Units vested on November 5, 2018 and 25% vested on each of November 6, 2019 and November 6, 2020, respectively. |
| 7. Represents LTIP Units in the Partnership granted February 22, 2018 pursuant to the Urban Edge Properties 2018 long-term incentive plan under the Omnibus Plan. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes and vesting, each LTIP Unit may be converted, at the election of the holder, into a Common Unit. Each Common Unit acquired upon conversion of an LTIP Unit may be converted into one Common Share. The rights to convert LTIP Units into Common Units and to convert Common Units into Common Shares do not have expiration dates. The LTIP Units vest ratably over four years, with the initial vesting having occurred on February 22, 2019. |
| 8. Represents LTIP Units in the Partnership granted April 4, 2019 pursuant to the Urban Edge Properties 2019 long-term incentive plan under the Omnibus Plan. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes and vesting, each LTIP Unit may be converted, at the election of the holder, into a Common Unit. Each Common Unit acquired upon conversion of an LTIP Unit may be converted into one Common Share. The rights to convert LTIP Units into Common Units and to convert Common Units into Common Shares do not have expiration dates. The LTIP Units vest ratably over four years, with the initial vesting having occurred on February 27, 2020. |
| 9. Represents LTIP Units in the Partnership granted April 4, 2019 pursuant to the Urban Edge Properties 2019 long-term incentive plan under the Omnibus Plan and earned pursuant to the UEP 2015 Outperformance Plan following the achievement of certain relative total shareholder return goals over the three-year period ending February 27, 2022. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes and vesting, each LTIP Unit may be converted, at the election of the holder, into a Common Unit. Each Common Unit acquired upon conversion of an LTIP Unit may be converted into one Common Share. The rights to convert LTIP Units into Common Units and to convert Common Units into Common Shares do not have expiration dates. 50% of the LTIP Units vested on March 2, 2022, 25% vested on February 27, 2023, and 25% conditionally vest on February 27, 2024. |
| 10. Represents LTIP Units in the Partnership granted February 20, 2020 pursuant to the Urban Edge Properties 2020 long-term incentive plan under the Omnibus Plan. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes and vesting, each LTIP Unit may be converted, at the election of the holder, into a Common Unit. Each Common Unit acquired upon conversion of an LTIP Unit may be converted into one Common Share. The rights to convert LTIP Units into Common Units and to convert Common Units into Common Shares do not have expiration dates. The LTIP Units vest ratably over four years, with the initial vesting having occurred on February 20, 2021. |
| 11. Represents LTIP Units in the Partnership granted February 10, 2021 pursuant to the Urban Edge Properties 2021 long-term incentive plan under the Omnibus Plan and earned pursuant to the UEP 2015 Outperformance Plan following the achievement of certain relative total shareholder return goals over the three-year period ending February 10, 2024. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes and vesting, each LTIP Unit may be converted, at the election of the holder, into a Common Unit. Each Common Unit acquired upon conversion of an LTIP Unit may be converted into one Common Share. The rights to convert LTIP Units into Common Units and to convert Common Units into Common Shares do not have expiration dates. 50% of the LTIP Units vested on February 22, 2024 and 25% conditionally vest on each of February 10, 2025 and February 10, 2026, respectively. |
| /s/ Robert C. Milton III under POA | 02/18/2025 | |
| ** 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). | ||
| ** 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. | ||