Sec Form 4 Filing - Milton Robert C. III @ Urban Edge Properties - 2023-02-16

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
Milton Robert C. III
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)
General Counsel and Secretary
(Last) (First) (Middle)
C/O URBAN EDGE PROPERTIES, 210 ROUTE 4 EAST
3. Date of Earliest Transaction (MM/DD/YY)
02/16/2023
(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
Common Shares 02/16/2023 C 20,000 ( 1 ) A $ 0 ( 1 ) 20,000 D
Common Shares 02/17/2023 S 20,000 D $ 15.833 0 D
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 ( 2 ) ( 2 ) 02/16/2023 C 6,025 ( 2 ) ( 2 ) Common Shares 6,025 $ 0 1,869 D
LTIP Units ( 3 ) ( 3 ) 02/16/2023 C 12,202 ( 3 ) ( 3 ) Common Shares 12,202 $ 0 0 D
LTIP Units (2018 LTI Time) ( 4 ) ( 4 ) 02/16/2023 C 1,773 ( 4 ) ( 4 ) Common Shares 1,773 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Milton Robert C. III
C/O URBAN EDGE PROPERTIES
210 ROUTE 4 EAST
PARAMUS, NJ07652
General Counsel and Secretary
Signatures
/s/ Robert C. Milton III 02/21/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )20,000 LTIP units ("LTIP Units") in Urban Edge Properties LP (the "Partnership"), of which the Issuer is the sole general partner, were exchanged for an equal number of Common Partnership Units ("Common Units") in the Partnership, which were subsequently redeemed for an equal number of common shares of beneficial interest, par value $0.01 ("Common Shares") of the Issuer.
( 2 )Represents LTIP Units granted pursuant to the Urban Edge Properties 2015 Omnibus Plan (the "Omnibus Plan"). The LTIP Units vested ratably over three years, with the initial vesting occurring on February 27, 2020. 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 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 the Partnership granted under the Omnibus Plan and that were earned pursuant to the UEP 2015 Outperformance Plan following the achievement of certain relative total shareholder return goals over the three-year period ending November 5, 2018. 50% of the LTIP Units vested on November 5, 2018 and 25% vested on each of November 6, 2019 and November 6, 2020, respectively. 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 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.
( 4 )Represents LTIP Units in the Partnership granted pursuant to the Urban Edge Properties 2018 long-term incentive plan under the Omnibus Plan. The LTIP Units vested ratably over three years, with the initial vesting occurring on February 22, 2019. 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 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.

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