Sec Form 4 Filing - Langer Mark @ Urban Edge Properties - 2023-02-10

Insider filing report for Changes in Beneficial Ownership
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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
Langer Mark
2. Issuer Name and Ticker or Trading Symbol
Urban Edge Properties [ UE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O URBAN EDGE PROPERTIES, 210 ROUTE 4 EAST
3. Date of Earliest Transaction (MM/DD/YY)
02/10/2023
(Street)
PARAMUS, NJ07652
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
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
LTIP Units (2023 LTI Perf.) ( 1 ) ( 2 ) 02/10/2023 A 12,248 ( 3 ) ( 2 ) Common Shares 12,248 $ 0 12,248 D
LTIP Units (2023 LTI Time) ( 1 ) ( 2 ) 02/10/2023 A 35,087 ( 4 ) ( 2 ) Common Shares 35,087 $ 0 35,087 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Langer Mark
C/O URBAN EDGE PROPERTIES
210 ROUTE 4 EAST
PARAMUS, NJ07652
Chief Financial Officer
Signatures
/s/ Robert C. Milton III under POA 02/14/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents LTIP Units in Urban Edge Properties LP granted pursuant to the Urban Edge Properties 2023 long-term incentive plan (the "2023 LTI Plan") under the Urban Edge Properties 2015 Omnibus Share Plan. The 2023 LTI Plan is comprised of LTIP Units that vest solely based on time, which we refer to as "2023 LTI Time" in Table II and those that vest subject to both time and performanced hurdles, which we refer to as "2023 LTI Perf." in Table II.
( 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 )The LTIP Units are scheduled to vest 50% on February 10, 2026 and 25% on each of February 10, 2027 and February 10, 2028, subject to continued employment through such dates and the achievement of certain performance based criteria based on the Issuer's total return to shareholders through February 10, 2026. Excludes 45,761 LTIP units granted under the 2023 LTI Plan the vesting of which is subject to conditions that are not tied solely to the market price of an equity security of the Issuer.
( 4 )The LTIP Units vest ratably over three years, subject to continued employment through each vesting date, with the initial vesting occurring on February 10, 2024.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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