SEC Form SC 13D/A filed by Urstadt Biddle Properties Inc. (Amendment)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

(Rule 13d-101)

(Amendment No. 29)^*

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

(CUSIP Number)

Willing L. Biddle

President and Chief Executive Officer

Urstadt Biddle Properties Inc.

321 Railroad Avenue

Greenwich, Connecticut  06830

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing

of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d‑1(g), check the following box. ☐

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

^*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

This Statement on Schedule 13D constitutes Amendment No. 29 to the Schedule 13D dated September 10, 1987, as amended by Amendment Nos. 1 through 28 (the “Schedule 13D”) and is being filed to update the number of shares being reported by Elinor F. Urstadt, in her personal capacity and as the executor of the estate of Charles J. Urstadt, Willing L. Biddle and Catherine U. Biddle.  This Amendment No. 29 is being filed on behalf of: (i) Urstadt Property Company, Inc., a Delaware corporation (“UPCO”), (ii) Elinor F. Urstadt, in her personal capacity and as the executor of the estate of Charles J. Urstadt, (iii) Urstadt Realty Associates Co LP, a Delaware limited partnership, by UPCO as its sole general partner (“URACO”), (iv) Urstadt Realty Shares II L.P., a Delaware limited partnership, by UPCO as its sole general partner (“URS II”), (v) Willing L. Biddle and (vi) Catherine U. Biddle.  The reporting persons set forth in (i) – (vi) of the preceding sentence are sometimes hereinafter collectively referred to as the “Reporting Persons”.  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

The Schedule 13D is hereby amended and supplemented as follows:

Item 2. Identity and Background.

 Item 2 of the Schedule 13D is hereby supplemented as follows:

Urstadt Property Company, Inc.

2 Park Place

Bronxville, NY 10708

See Item 5 below

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby supplemented as follows:

See Item 5 below.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby supplemented as follows:

See Item 5 below.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby supplemented as follows:

Mrs. Urstadt is the direct beneficial owner of 76,050 shares of Common Stock and has the power to vote or direct the voting of and to dispose or direct the disposition of an additional 105,000 shares of Common Stock held by the Urstadt Conservation Foundation (the "Foundation"), representing a total of 181,050 shares of Common Stock.

Mrs. Urstadt also may be deemed to have shared power to vote or direct the voting of and to dispose of or direct the disposition of (i) the 220,000 shares of Common Stock held by the Charles J. Urstadt 2012 Family Trust, of which she and Mrs. Biddle are co-trustees, (ii) the 280,570 shares of Common Stock held by the Marital Deduction Trust UA V under the Will, of which she and Mrs. Biddle are co-trustees, (iii) the 888,426 shares of Common Stock directly held by UPCO, (iv) the 1,942,431 shares of Common Stock held by URACO, of which UPCO is the general partner, and (v) the 455,721 shares of Common Stock held by URS II, of which UPCO is the general partner.  Mrs. Urstadt and the estate of Mr. Urstadt own a controlling amount of the outstanding voting securities of UPCO.  Together with the shares of Common Stock over which she may be deemed to have beneficial ownership as executor of Mr. Urstadt’s estate and the shares of Common Stock over which she exercises sole power, Mrs. Urstadt beneficially owns 40.3% of the 10,153,689 shares of Common Stock outstanding as of December 31, 2021.

UPCO is the direct beneficial owner of 888,426 shares of Common Stock, which, when added to the 1,942,431 shares of Common Stock held by URACO and the 455,721 shares of Common Stock held by URS II, results in UPCO beneficially owning 3,286,578 shares of Common Stock, or 32.4% of the 10,153,689 shares of Common Stock outstanding as of December 31, 2021.

URACO is the direct beneficial owner of 1,942,431 shares of Common Stock, or 19.1% of the 10,153,689 shares of Common Stock outstanding as of December 31, 2021.

URS II is the direct beneficial owner of 455,721 shares of Common Stock, or 4.5% of the 10,153,689 shares of Common Stock outstanding as of December 31, 2021.

Mr. Biddle is the direct beneficial owner of 1,419,766 shares of Common Stock individually, and Mrs. Biddle is the direct beneficial owner of 16,344 shares of Common Stock individually. When these shares are added to (i) the 5,163 shares of Common Stock owned by the P.T. Biddle (Deceased) IRA for the benefit of Willing Biddle, (ii) the 852,252 shares of Common Stock owned by the Catherine U. Biddle 2012 Dynasty Trust, for which Mr. Biddle is the sole trustee, (iii) the 1,070 shares of Common Stock held by the Charles and Phoebe Biddle Trust UAD 12/20/93 for the benefit of the issue of Mr. Biddle, (iv) the 21,000 shares of Common Stock held by Trust UW PTB Art 4.1, (v) the 1,110,805 shares owned by the Willing L. Biddle 2012 Dynasty Trust for which Mrs. Biddle is the sole trustee, (vi) the 280,570 shares owned by the Marital Deduction Trust UA V under the Will, for which Mrs. Biddle is a co-trustee with Mrs. Urstadt, (vii) the 220,000 shares of Common Stock held by the Charles J. Urstadt 2012 Family Trust, for which Mrs. Biddle is a co-trustee with Mrs. Urstadt, and (viii) the 450,000 owned by the Elinor F. Urstadt 2016 Gift Trust, for which Mrs. Biddle is a trustee, Mr. Biddle and Mrs. Biddle beneficially owns 4,376,970 shares of Common Stock, or 43.1% of the 10,153,689 shares of Common Stock outstanding as of December 31, 2021.

UPCO and Mrs. Urstadt may be deemed to have shared power to vote or direct the voting of and to dispose of or direct the disposition of the 1,942,431 shares of Common Stock directly owned by URACO in view of the fact that UPCO is the sole general partner of URACO, and that Mrs. Urstadt and the estate of Mr. Urstadt own a controlling amount of the outstanding voting securities of UPCO.

UPCO and Mrs. Urstadt may be deemed to have shared power to vote or direct the voting of and to dispose of or direct the disposition of the 455,721 shares of Common Stock directly owned by URS II in view of the fact that UPCO is the sole general partner of URS II, and that Mrs. Urstadt and the estate of Mr. Urstadt own a controlling amount of the outstanding voting securities of UPCO.

Mrs. Urstadt disclaims beneficial ownership of any shares held by the Foundation, but may be deemed to have sole power to vote or direct the voting of and to dispose of or direct the disposition of the 105,000 shares of Common Stock directly owned by the Foundation in view of the fact that Mrs. Urstadt is the sole trustee of the Foundation.

Mr. Biddle and Mrs. Biddle may each be deemed to have shared power to vote and direct the voting of and to dispose of or direct the disposition of shares owned by the other, as they are spouses.

On January 4, 2022, the Trust Established Under the Urstadt Biddle Properties Inc. Excess Benefit and Deferred Compensation Plan of 2005 (the "Plan") made a required distribution of 504 shares of Common Stock to Willing L. Biddle, a participant in the Issuer's Plan.

Except as set forth in this Schedule 13D, as amended, none of UPCO, Mrs. Urstadt, URACO, URS II, Mr. Biddle or Mrs. Biddle or, to the best knowledge of such parties, any of the persons listed on Schedule I to the Schedule 13D, owns any shares of Common Stock or has purchased or sold any shares of Common Stock during the past 60 days.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby supplemented as follows:

Mr. Biddle, as President and Chief Executive Officer of the Issuer, is a participant in the Issuer’s Restricted Stock Award Plan.  Mr. Biddle is the direct beneficial owner of 900,000 restricted shares of Common Stock issued pursuant to the Restricted Stock Award Plan. Mrs. Biddle is the direct beneficial owner of 7,400 restricted shares of Common Stock issued pursuant to the Restricted Stock Award Plan.

Under the limited partnership agreement for URS II, UPCO has the full power and authority to make all decisions, in its sole discretion, with respect to the shares of Common Stock held by URS II, including as to when and how such shares are to be voted or sold.

Item 7. Material to Be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby supplemented as follows:

1.	Joint Filing Agreement, dated January 14, 2022.

SIGNATURE

After reasonable inquiry and to the best of their respective knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  January 14, 2022

URSTADT PROPERTY COMPANY, INC.

By:      /s/  Charles D. Urstadt

Name:  Charles D. Urstadt

Title:  Chairman of the Board

   Elinor F. Urstadt

URSTADT REALTY ASSOCIATES CO LP

By:          URSTADT PROPERTY COMPANY, INC.

Its sole general partner

By:          /s/  Charles D. Urstadt

Name:  Charles D. Urstadt

Title:  Chairman of the Board

URSTADT REALTY SHARES II L.P.

By:          URSTADT PROPERTY COMPANY, INC.

Its sole general partner

By:          /s/  Charles D. Urstadt

Name:  Charles D. Urstadt

Title:  Chairman of the Board

Willing L. Biddle

Catherine U. Biddle