SEC Form 4: Urstadt Elinor F returned 4,438,198 shares to the company, closing all direct ownership in the company
$UBP
Real Estate Investment Trusts
Real Estate
| 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
URSTADT BIDDLE PROPERTIES INC [ UBP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/18/2023 | ||||||||||||||||||||||||||
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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 Stock | 08/18/2023 | D | 125,000 | D | (1) | 0 | I | See Footnote(2) | ||
| Common Stock | 08/18/2023 | D | 280,570 | D | (1) | 0 | I | See Footnote(3) | ||
| Common Stock | 08/18/2023 | D | 220,000 | D | (1) | 0 | I | See Footnote(4) | ||
| Common Stock | 08/18/2023 | D | 888,426 | D | (1) | 0 | I | See Footnote(5) | ||
| Common Stock | 08/18/2023 | D | 1,942,431 | D | (1) | 0 | I | See Footnote(6) | ||
| Common Stock | 08/18/2023 | D | 455,721 | D | (1) | 0 | I | See Footnote(7) | ||
| Common Stock | 08/18/2023 | D | 450,000 | D | (1) | 0 | I | See Footnote(8) | ||
| Common Stock | 08/18/2023 | D | 76,050 | D | (1) | 0 | 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. All shares were disposed of pursuant to the Merger Agreement, by and among Regency Centers Corporation ("Regency"), Hercules Merger Sub, LLC, Urstadt Biddle Properties Inc., UB Maryland I, Inc., and UB Maryland II, Inc. in exchange for an aggregate of 1,540,052 shares of Regency common stock having a closing price of $61.31 per share on the effective date of the mergers. |
| 2. Shares held by the Estate of Charles J. Urstadt, of which the Reporting Person is the executor. |
| 3. Shares held by the Marital Deduction Trust, of which the Reporting Person and Catherine U. Biddle are trustees and the Reporting Person is the beneficiary. |
| 4. Shares held by the Charles J. Urstadt 2012 Family Trust of which the Reporting Person is a trustee. |
| 5. Shares held by Urstadt Property Company, Inc. ("UPCO"), a Delaware corporation, and reported in the Reporting Person's capacity as executor of the Estate of Charles J. Urstadt. |
| 6. Shares held by Urstadt Realty Associates Co. LP, a Delaware limited partnership of which UPCO is the general partner, and the Estate of Charles J. Urstadt, the Reporting Person, Catherine U. Biddle Irrevocable Trust and the Charles D. Urstadt Irrevocable Trust are limited partners. Reported in the Reporting Person's capacity as executor of the Estate of Charles J. Urstadt. |
| 7. Shares held by Urstadt Realty Shares II LP, a Delaware limited partnership of which UPCO is the general partner and the Estate of Charles J. Urstadt is the limited partner. Reported in the Reporting Person's capacity as executor of the Estate of Charles J. Urstadt. |
| 8. Shares held by the Elinor F. Urstadt 2016 Gift Trust, of which JP Morgan and Catherine U Biddle are trustees. |
| Remarks: |
| /s/ Elinor F. Urstadt, as executor of the Estate of Charles J. Urstadt | 08/18/2023 | |
| /s/ Elinor F. Urstadt | 08/18/2023 | |
| ** 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. | ||