SEC Form 4 · accession 0001225208-17-004964
Urban Edge Properties · UE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey S Olson
Officer — Chairman of the Board & CEO · Director
Period of report
Feb 24, 2017
Accepted (ET)
Feb 28, 2017 · 6:44 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001611547
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF1 | — | Feb 24, 2017 | A | 31,734 | A | — | — | Common Shares | 31,734 | 31,734 | D |
| LTIP Units (2017 OPP)F2,F4,F3 | — | Feb 24, 2017 | A | 19,091 | A | — | — | Common Shares | 19,091 | 19,091 | D |
| Stock Options (Right to Buy)F5 | $28.36 | Feb 24, 2017 | A | 97,656 | A | — | Feb 23, 2027 | Common Shares | 97,656 | 97,656 | D |
Explanation of responses
- F1Granted pursaunt to the Urban Edge Properties 2015 Omnibus Share Plan (the "Omnibus Plan") and 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 Partnership Unit (a "Common Unit") in Urban Edge Properties LP ("UELP"). Each Common Unit acquired upon conversion of an LTIP Unit may be converted into one Common Share of the 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. The LTIP Units vest ratably over four years, subject to continued employment through each vesting date, with the initial vesting occurring on February 24, 2018.
- F2Represents LTIP Units in UELP granted pursuant to the Urban Edge Properties 2017 Outperformance Plan (the "2017 Outperformance Plan" or "2017 OPP") under the Omnibus Plan.
- F3Conditioned 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. The LTIP Units are scheduled to vest 50% on February 24, 2020 and 25% on each of February 24, 2021 and February 24, 2022, 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 24, 2020.
- F4Excludes 57,270 LTIP Units granted under the 2017 OPP the vesting of which is subject to conditions (other than the passage of time and continued employment) that are not tied solely to the market price of an equity security of the Issuer. The vesting conditions relate to the Issuer's total shareholder return relative to the total shareholder return of a basket of peer group companies.
- F5Granted pursuant to the Omnibus Plan. The options vest ratably over four years, subject to continued employment through each vesting date, with the initial vesting occuring on February 24, 2018.