Sec Form 4 Filing - Milton Robert C. III @ Urban Edge Properties - 2024-03-11

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)
03/11/2024
(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 03/11/2024 C 26,333 ( 1 ) A $ 0 ( 1 ) 26,333 D
Common Shares 03/12/2024 S 26,333 D $ 17.0168 ( 2 ) 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 ( 3 ) ( 3 ) 03/11/2024 C 5,792 ( 3 ) ( 3 ) Common Shares 5,792 $ 0 0 D
LTIP Units ( 4 ) ( 4 ) 03/11/2024 C 1,869 ( 4 ) ( 4 ) Common Shares 1,869 $ 0 0 D
LTIP Units (2019 LTI Time) ( 5 ) ( 5 ) 03/11/2024 C 3,333 ( 5 ) ( 5 ) Common Shares 3,333 $ 0 0 D
LTIP Units (2019 LTI Perf.) ( 6 ) ( 6 ) 03/11/2024 C 2,903 ( 6 ) ( 6 ) Common Shares 2,903 $ 0 0 D
LTIP Units (2020 LTI Time) ( 7 ) ( 7 ) 03/11/2024 C 3,887 ( 7 ) ( 7 ) Common Shares 3,887 $ 0 0 D
LTIP Units (2021 LTI Perf.) ( 8 ) ( 8 ) 03/11/2024 C 2,638 ( 8 ) ( 8 ) Common Shares 2,638 $ 0 2,639 D
LTIP Units (2021 LTI Time) ( 9 ) ( 9 ) 03/11/2024 C 5,911 ( 9 ) ( 9 ) Common Shares 5,911 $ 0 1,647 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 03/13/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )26,333 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 the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from $16.94 to $17.12 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
( 3 )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 having occurred on February 20, 2021.
( 4 )Represents LTIP Units granted pursuant to the Omnibus Plan. The LTIP Units vested ratably over three years, with the initial vesting having occurred on February 27, 2020.
( 5 )Represents LTIP Units in the Partnership granted pursuant to the Urban Edge Properties 2019 long-term incentive plan under the Omnibus Plan. The LTIP Units vested ratably over three years, with the initial vesting having occurred on February 27, 2020.
( 6 )Represents LTIP Units in the Partnership granted pursuant to the Urban Edge Properties 2019 long-term incentive plan under the Omnibus Plan. 50% of the LTIP Units vested on March 2, 2022 and 25% on each of February 27, 2023 and February 27, 2024.
( 7 )Represents LTIP Units in the Partnership granted pursuant to the Urban Edge Properties 2020 long-term incentive plan under the Omnibus Plan. The LTIP Units vested ratably over three years, with the initial vesting having occurred on February 20, 2021.
( 8 )Represents LTIP Units in the Partnership granted pursuant to the Urban Edge Properties 2021 long-term incentive plan under the Omnibus Plan. 50% of the LTIP Units vested on February 22, 2024 and 25% will vest on each of February 9, 2025 and February 9, 2026, subject to continued employment through such dates.
( 9 )Represents LTIP Units in the Partnership granted pursuant to the Urban Edge Properties 2021 long-term incentive plan under the Omnibus Plan. The LTIP Units vested ratably over three years, with the initial vesting having occurred on February 10, 2022.

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