| 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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
Urban Edge Properties [ UE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 01/31/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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: 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 | ||||||||
| 2024 LTIP Units(1) | (2) | 01/31/2025 | A | 139,760 | (1) | (2) | Common Shares | 139,760 | $0.0000 | 139,760 | D | ||||
| LTIP Units (2025 LTI Perf.)(3) | (2) | 01/31/2025 | A | 51,008 | (4) | (2) | Common Shares | 51,008 | $0.0000 | 51,008 | D | ||||
| LTIP Units (2025 LTI Time)(3) | (2) | 01/31/2025 | A | 116,127 | (5) | (2) | Common Shares | 116,127 | $0.0000 | 116,127 | D | ||||
| Explanation of Responses: |
| 1. Represents LTIP Units in Urban Edge Properties LP granted pursuant to a one-time elective program under which members of management elected to forgo 2024 cash bonuses and receive equity with a grant date fair value equal to the cash forgone plus a 20% match by the Issuer. The LTIPs shown represent both the forgone bonus plus the match, all of which vest ratably over three years, subject to continued employment through each vesting date, with the initial vesting occurring on January 31, 2026. |
| 2. 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 of Urban Edge Properties (the "Issuer"). LTIP Units are generally not convertible without the consent of the Issuer until two years from the date of the grant. The right to convert LTIP Units into Common Units and to convert Common Units into Common Shares do not have expiration dates. |
| 3. Represents LTIP Units in Urban Edge Properties LP granted pursuant to the Urban Edge Properties 2025 long-term incentive plan (the "2025 LTI Plan") under the Urban Edge Properties 2024 Omnibus Share Plan. The 2025 LTI Plan is comprised of LTIP Units that vest solely based on time, which we refer to as "2025 LTI Time" in Table II and those that vest and are earned subject to both time and performanced hurdles, which we refer to as "2025 LTI Perf." in Table II. |
| 4. The LTIP Units are scheduled to vest as follows: 50% as soon as practicable following the determination of the units earned upon completion of the three year performance measurement period ending January 30, 2028 (the "Measurement Period") and 25% on each of January 31, 2029 and January 31, 2030, subject to continued employment through such dates and the achievement of certain performance based criteria based on the Issuer's total return to shareholders during the Measurement Period. Excludes 156,647 LTIP units granted under the 2025 LTI Plan the earning of which is subject to conditions that are not tied solely to the market price of an equity security of the Issuer. |
| 5. The LTIP Units vest ratably over four years, subject to continued employment through each vesting date, with the initial vesting occurring on January 31, 2026. |
| /s/ Robert C. Milton III under POA | 02/04/2025 | |
| ** 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. | ||