SEC Form 4
| FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Urban Edge Properties [ UE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/20/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
| Options(1) | $23.515 | 04/20/2015 | A | 0(1) | (1) | 04/19/2025 | Common Shares | 0(1) | $0(1) | 0(1) | D | ||||
| Units(2)(3) | $0 | 04/20/2015 | A | 0(2)(3) | (2)(3) | (2)(3) | Common Shares | 0(2)(3) | $0(2)(3) | 0(2)(3) | D | ||||
| Explanation of Responses: |
| 1. On April 20, 2015, the reporting person received a grant pursuant to the Urban Edge Properties 2015 Omnibus Share Plan (the "Plan") of options to purchase common shares of beneficial interest, par value $0.01 ("Common Shares") of Urban Edge Properties ("UE"). The options vest ratably over four years, subject to continued employment through each vesting date, with the initial vesting occurring on April 20, 2016. The number of shares underlying the options is not known at this time, but will be based on the options having a grant date Black Scholes value equal to $500,000. Once the number of shares underlying the options is determined, Mr. Langer will file an amendment to this report. |
| 2. On April 20, 2015, the reporting person received a grant of LTIP Units ("LTIP Units") of Urban Edge Properties LP ("UELP"), the operating partnership of UE, pursuant to the Plan. The LTIP Units are a class of units of UELP that following the occurrence of certain events and upon vesting are convertible by the holder into an equivalent number of Common Partnership Units of UELP ("Common Units"). Common Units are redeemable by the holder for cash or, at UE's election, Common Shares on a one-for-one basis or the cash value of such shares. The LTIP Units vest ratably over four years, subject to continued employment through each vesting date, with the initial vesting occurring on April 20, 2016. |
| 3. The number of LTIP Units is not known at this time, but will be based on a number of Common Units equal to $1,000,000 divided by the weighted average trading price of the Company's stock on the New York Stock Exchange for the ten trading days up to and including the grant date. Once the number of LTIP Units is determined, Mr. Langer will file an amendment to this report. |
| /s/ Mark Langer | 04/22/2015 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||