SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

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)
	CEO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
10/31/2014

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	01/17/2014		J	35⁽¹⁾	A	$15.836	2,599,729⁽²⁾	I	See footnote⁽³⁾
Common Stock	04/17/2014		J	32⁽¹⁾	A	$17.715	2,599,729⁽²⁾	I	See footnote⁽³⁾
Common Stock	07/18/2014		J	32⁽¹⁾	A	$17.909	2,599,729⁽²⁾	I	See footnote⁽³⁾
Common Stock	10/17/2014		J	32⁽¹⁾	A	$17.906	2,599,729⁽²⁾	I	See Footnote⁽³⁾

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)	4. Transaction Code (Instr. 8)	(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. Those shares of Common Stock of which Mr. Biddle is the indirect beneficial owner and which are owned by the Trust Established Under the Urstadt Biddle Properties Inc. Excess Benefit and Deferred Compensation Plan of 2005 (the "Compensation Plan Trust") are subject to automatic reinvestment of dividends pursuant to the Issuer's Dividend Reinvestment Plan. On January 17, 2014, April 17, 2014, July 18, 2014 and October 17, 2014, dividends on these shares were paid and automatically reinvested in additional Common Stock for the benefit of Mr. Biddle in the amounts of 35.2260 shares, 31.9370 shares, 31.9923 shares and 32.3997 shares, respectively.

2. This figure includes 950,000 restricted shares of Common Stock issued pursuant to the Issuer's Amended and Restated Restricted Stock Award Plan.

3. Mr. Biddle is the direct beneficial owner of 1,991,009 shares of Common Stock, including the restricted shares noted in Footnote 2. He is the indirect beneficial owner of 608,720 shares of Common Stock held as follows: 284,240 shares by each of the Catherine U. Biddle Dynasty Trust ("CUB Trust") and the Willing L. Biddle Dynasty Trust ("WLB Trust"), of which the issue of Mr. Biddle are the beneficiaries and Mr. Biddle and Catherine Biddle, his wife, respectively, are the trustees, 2,488 shares by the Compensation Plan Trust, 2,307 shares by Mr. Biddle's IRA, 5,163 shares by the P.T. Biddle (Dec'd) IRA for benefit of Mr. Biddle, 28,657 shares by Mr. Biddle's wife, 555 shares by his wife's IRA, and 1,070 shares by the Chas. and Phoebe Biddle Trust for benefit of the Issue of Mr. Biddle (the "Biddle Trust"). Mr. Biddle and C. J. Urstadt are sole trustees of the Biddle Trust. Mr. Biddle disclaims beneficial ownership of shares held by the WLB Trust.

Remarks:

	Willing L. Biddle	11/06/2014
	** 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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