SEC Form 4 · accession 0001179110-19-003121

Urban Edge Properties · UE

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Steven Roth

Director

Period of report

Feb 28, 2019

Accepted (ET)

Mar 4, 2019 · 5:30 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	Feb 28, 2019	C	5,717,184	—	A	5,717,184	I	By Vornado Realty L.P.
Common Shares^F1,F2	Feb 28, 2019	S	5,717,184	$18.98	D	0	I	By Vornado Realty L.P.
Common Shares	holding	—	—		—	1,327,326	D
Common Shares^F3	holding	—	—		—	2,802,526	I	Held by partnership
Common Shares^F4	holding	—	—		—	1,936	I	Held by foundation
Common Shares^F5	holding	—	—		—	18,649	I	Held by spouse

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Common Limited Parnership Units of Urban Edge Properties LP^F1,F2	$0.00	Feb 28, 2019	C	5,717,184	D	—	—	Common Shares	5,717,184	0	I

Explanation of responses

F1On 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.
F2Mr. 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.
F3These 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.
F4These 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.
F5These 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.