SEC FORM 4

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^*

BIDDLE WILLING L

(Last)

(First)

(Middle)

53 ELMWOOD ROAD

(Street)

SOUTH SALEM

10590

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
URSTADT BIDDLE PROPERTIES INC [ UBP ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and COO

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/21/2011		J⁽¹⁾	V	58	A	$16.245	1,997,913⁽³⁾	I	See footnote⁽⁴⁾
Common Stock	02/22/2011		J/K⁽²⁾		4,000	A	$0	2,001,913⁽³⁾	I	See footnote⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. A portion of those shares of Common Stock of which Mr. Biddle is the indirect beneficial owner and which are owned by two Trusts Established Under the Urstadt Biddle Properties Inc. Excess Benefit and Deferred Compensation Plans of 2000 and 2005 (the "Compensation Plan Trusts") are subject to automatic reinvestment of dividends pursuant to the Issuer's Dividend Reinvestment Plan. On January 21, 2011, dividends on these shares were paid and automatically reinvested in additional Common Stock for the benefit of Mr. Biddle in the amount of 57.9960 shares.

2. On February 22, 2011, the Reporting Person completed an equity swap (the "Equity Swap") of 4,000 shares of Class A Common Stock of the Issuer for 4,000 shares of Common Stock of the Issuer with Mr. E. Virgil Conway, a Director of the Issuer, by acquiring 4,000 shares of Common Stock pursuant to the Equity Swap.

3. This figure includes 837,500 restricted shares of Common Stock issued pursuant to the Issuer's Amended and Restated Restricted Stock Award Plan.

4. Mr. Biddle is the direct beneficial owner of 1,966,645 shares of Common Stock, including the 837,500 restricted shares noted in Footnote 3. In addition, he is the indirect beneficial owner of 35,268 shares of Common Stock, of which 4,222 shares are owned by the Compensation Plan Trusts, 2,307 shares are owned by the Willing L. Biddle IRA for the benefit of Mr. Biddle, 5,163 shares are owned by the P.T. Biddle (Deceased) IRA for the benefit of Willing Biddle, 21,951 shares are owned beneficially and of record by Catherine U. Biddle, Mr. Biddle's wife, 555 shares are owned beneficially and of record by the Catherine U. Biddle IRA for the benefit of Catherine U. Biddle, and 1,070 shares are owned by the Charles and Phoebe Biddle Trust UAD 12/20/93 for the benefit of the Issue of Willing L. Biddle (the "Biddle Trust"). Mr. Biddle and Charles J. Urstadt are the sole trustees of the Biddle Trust.

Remarks:

	Willing L. Biddle	02/23/2011
	** 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).
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