Sec Form 4 Filing - ROTH STEVEN @ Urban Edge Properties - 2019-02-28

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 ROTH STEVEN 2. Issuer Name and Ticker or Trading Symbol Urban Edge Properties [ UE] 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 VORNADO REALTY TRUST, 888 7TH AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2019 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, $0.01 par value (the "Common Shares") 02/28/2019 C( 1 )( 2 ) 5,717,184 ( 1 ) ( 2 ) A 5,717,184 ( 1 ) ( 2 ) I ( 1 ) ( 2 ) By Vornado Realty L.P. ( 1 ) ( 2 ) Common Shares 02/28/2019 S 5,717,184 ( 1 ) ( 2 ) D $ 18.98 0 ( 1 ) ( 2 ) I ( 1 ) ( 2 ) By Vornado Realty L.P. ( 1 ) ( 2 ) Common Shares 1,327,326 D Common Shares 2,802,526 I Held by partnership ( 3 ) Common Shares 1,936 I Held by foundation ( 4 ) Common Shares 18,649 I Held by spouse ( 5 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Common Limited Parnership Units of Urban Edge Properties LP $ 0 02/28/2019 C( 1 )( 2 ) 5,717,184 ( 1 ) ( 2 ) ( 1 ) ( 1 ) Common Shares ( 1 ) 5,717,184 ( 1 ) ( 2 ) ( 1 ) 0 I By Vornado Realty L.P. ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ROTH STEVEN C/O VORNADO REALTY TRUST 888 7TH AVENUE NEW YORK, NY10019 X Signatures Steven Roth 03/04/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 28, 2019, Vornado Realty L.P. ("VRLP") redeemed 5,717,184 Common Limited Partnership Units of Urban Edge Properties LP (the "Units"), the operating partnership of Urban Edge Properties (the "Issuer"). The Units have no expiration date and are redeemable for an equal number of the Issuer's common shares, par value $.01 per share (the "Common Shares") , or cash equal to the fair market value of such Common Shares. The Issuer elected to deliver 5,717,184 Common Shares in a transaction exempt from Section 16(b) pursuant to the rules thereunder. ( 2 )Mr. Roth is the chief executive officer, a trustee and the Chairman of the Board of Trustees of Vornado Realty Trust ("Vornado"), which is the general partner of VRLP. Mr. Roth was elected to the board of trustees of the Issuer on January 14, 2015 and re-elected most recently on May 9, 2018. As the chief executive officer and a trustee of Vornado, Mr. Roth may be deemed to have a pecuniary interest in certain of the Common Shares beneficially owned by Vornado and VRLP. Mr. Roth disclaims any beneficial ownership of such Common Shares. ( 3 )These Common Shares are held by Interstate Properties, a New Jersey general partnership of which Mr. Roth is the managing general partner. The filing of this Form 4 shall not be deemed an admission that Mr. Roth is the beneficial owner of these 2,801,774 Common Shares, except to the extent of his pecuniary interest. ( 4 )These Common Shares are held by the Daryl and Steven Roth Foundation, a charitable foundation over which Mr. Roth holds sole voting and investment power. Mr. Roth disclaims any pecuniary interest in these Common Shares. ( 5 )These Common Shares are held by Mr. Roth's spouse. The filing of this Form 4 shall not be deemed an admission that Mr. Roth is the beneficial owner of these Common Shares.

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).

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