SEC Form 4 · accession 0001225208-18-004249
Urban Edge Properties · UE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jennifer Holmes
Officer — Chief Accounting Officer
Period of report
Feb 22, 2018
Accepted (ET)
Feb 26, 2018 · 6:38 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 SharesF1,F2 | Feb 22, 2018 | A | 3,507 | $21.64 | A | 12,538 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP Units (2018 LTI Time)F3,F4,F5 | — | Feb 22, 2018 | A | 1,218 | A | — | — | Common Shares | 1,218 | 1,218 | D |
| LTIP Units (2018 LTI Perf.)F3,F4,F6 | — | Feb 22, 2018 | A | 2,870 | A | — | — | Common Shares | 2,870 | 2,870 | D |
Explanation of responses
- F1These common shares of beneficial interest, par value $0.01 ("Common Shares") of Urban Edge Properties (the "Issuer") were issued as "Restricted Stock" under the terms of the Urban Edge Properties 2015 Omnibus Share Plan (the "Omnibus Plan"). These shares vest ratably over three years subject to continued employment through each vesting date with the initial vesting occurring on February 22, 2019.
- F2Total includes Common Shares purchased, if any, through the Urban Edge Properties employee stock purchase plan and dividend reinvestment plan.
- F3Represents LTIP Units in Urban Edge Properties LP granted pursuant to the Urban Edge Properties 2018 long-term incentive plan (the "2018 LTI") under the Omnibus Plan. The 2018 LTI program is comprised of LTIP Units that vest solely based on time ("2018 LTI Time") and those that vest subject to both time and performanced hurdles ("2018 LTI Perf").
- F4Conditioned 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.
- F5Conditioned 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 vest ratably over three years, subject to continued employment through each vesting date, with the initial vesting occurring on February 22, 2019.
- F6The LTIP Units are scheduled to vest 50% on February 22, 2021 and 25% on each of February 22, 2022 and February 22, 2023, 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 22, 2021. Excludes 6,634 units granted under the 2018 LTI 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.