SEC Form 4 · accession 0001140361-15-002264
Urban Edge Properties · UE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jan 15, 2015
Accepted (ET)
Jan 20, 2015 · 9:08 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001611547
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Shares, $0.01 par value (the "Common Shares")F1,F2 | Jan 15, 2015 | J | 99,246,806 | — | A | 99,247,806 | I | By Vornado Realty L.P. |
| Common SharesF1 | Jan 15, 2015 | J | 99,247,806 | $0.00 | D | 0 | I | By Vornado Realty L.P. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On January 15, 2015, Urban Edge Properties (the "Issuer"), a wholly-owned subsidiary of Vornado Realty L.P. ("VRLP"), issued 99,246,806 Common Shares to VRLP as consideration for the contribution of certain assets to the Issuer by VRLP in connection with the spin-off (the "Spin-Off") of the Issuer from Vornado Realty Trust ("Vornado"). Immediately following such issuance by the Issuer, VRLP distributed 100% of the outstanding Common Shares to holders of record as of the close of business on January 7, 2015 (the "Record Date") of VRLP common limited partnership units, including Vornado, on a pro rata basis based on a ratio of one Common Share for every two VRLP common limited partnership units. Immediately following such distribution by VRLP, Vornado distributed the Common Shares it received from VRLP to holders of record as of the close of business on the Record Date of Vornado common shares on a pro rata basis based on a ratio of one Common Share for every two Vornado common shares.
- F2Includes 1,000 Common Shares previously reflected as indirectly held by Vornado and directly held by VRLP.
Remarks
This Form 4 is being filed by Vornado and VRLP (collectively, the "Reporting Persons") with respect to Common Shares of Urban Edge Properties, a Maryland real estate investment trust (the "Issuer"). Vornado is the sole general partner of, and owns approximately 94% of the common limited partnership interests in, VRLP.