Robert C. Milton III Form 4 Urban Edge Properties / Robert C Milton ownership change

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^*

Milton Robert C

(Last) (First) (Middle)

C/O URBAN EDGE PROPERTIES

12 EAST 49TH STREET, 44TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Urban Edge Properties [ UE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
General Counsel and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
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
2024 LTIP Units(1)	(2)	01/31/2025		A		38,680		(1)	(2)	Common Shares	38,680	$0.0000	38,680	D
LTIP Units (2025 LTI Perf.)(3)	(2)	01/31/2025		A		4,569		(4)	(2)	Common Shares	4,569	$0.0000	4,569	D
LTIP Units (2025 LTI Time)(3)	(2)	01/31/2025		A		10,490		(5)	(2)	Common Shares	10,490	$0.0000	10,490	D

Explanation of Responses:

1. Represents LTIP Units in Urban Edge Properties LP granted pursuant to a one-time elective program under which members of management elected to forgo 2024 cash bonuses and receive equity with a grant date fairvalue equal to the cash forgone plus a 20% match by the Issuer. The LTIPs shown represent both the forgone bonus plus the match, all of which vest ratably over three years, subject to continued employment through each vesting date, with the initial vesting occurring on January 31, 2026.

2. 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 Unit. Each Common Unit acquired upon conversion of an LTIP Unit may be converted into one Common Share of 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.

3. Represents LTIP Units in Urban Edge Properties LP granted pursuant to the Urban Edge Properties 2025 long-term incentive plan (the "2025 LTI Plan") under the Urban Edge Properties 2024 Omnibus Share Plan. The 2025 LTI Plan is comprised of LTIP Units that vest solely based on time, which we refer to as "2025 LTI Time" in Table II and those that vest and are earned subject to both time and performanced hurdles, which we refer to as "2025 LTI Perf." in Table II.

4. The LTIP Units are scheduled to vest as follows: 50% as soon as practicable following the determination of the units earned upon completion of the three year performance measurement period ending January 30, 2028 (the "Measurement Period") and 25% on each of January 31, 2029 and January 31, 2030, subject to continued employment through such dates and the achievement of certain performance based criteria based on the Issuer's total return to shareholders during the Measurement Period. Excludes 156,647 LTIP units granted under the 2025 LTI Plan the earning of which is subject to conditions that are not tied solely to the market price of an equity security of the Issuer.

5. The LTIP Units vest ratably over three years, subject to continued employment through each vesting date, with the initial vesting occurring on January 31, 2026.

	/s/ Robert C. Milton III	02/04/2025
	** Signature of Reporting Person	Date
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