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^*

ROTH STEVEN

(Last)

(First)

(Middle)

C/O VORNADO REALTY TRUST

888 SEVENTH AVENUE

(Street)

NEW YORK

10019

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2015

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 Shares, $0.01 par value (the "Common Shares")	01/15/2015		J⁽¹⁾⁽²⁾		99,246,806⁽¹⁾⁽²⁾	A	⁽¹⁾	99,247,806⁽¹⁾⁽³⁾⁽²⁾	I⁽¹⁾⁽²⁾	By Vornado Realty L.P.⁽¹⁾⁽²⁾
Common Shares	01/15/2015		J⁽¹⁾⁽²⁾		99,247,806⁽¹⁾⁽²⁾	D	$0⁽¹⁾	0⁽¹⁾⁽²⁾	I⁽¹⁾⁽²⁾	By Vornado Realty L.P.⁽¹⁾⁽²⁾
Common Shares								1,577,036⁽⁴⁾	D
Common Shares								2,801,774⁽⁴⁾	I	Held by partnership⁽⁵⁾
Common Shares								1,936⁽⁴⁾	I	Held by foundation⁽⁶⁾
Common Shares								18,649⁽⁴⁾	I	Held by spouse⁽⁷⁾

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)
Common Limited Partnership Units of Urban Edge Properties LP	$0⁽⁸⁾	01/15/2015		J⁽⁸⁾		5,717,184⁽⁸⁾		⁽⁸⁾	⁽⁸⁾	Common Shares⁽⁸⁾	5,717,184⁽⁸⁾	⁽⁸⁾	5,717,184⁽⁸⁾	I⁽⁸⁾	By Vornado Realty L.P.⁽⁸⁾
Phantom Units	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common Shares⁽⁹⁾	30,011		30,011⁽¹⁰⁾	D

Explanation of Responses:

1. On January 15, 2015, Urban Edge Properties (the "Issuer") issued 99,246,806 Common Shares to Vornado Realty L.P. ("VRLP") as consideration for the contribution of certain assets to the Issuer by VRLP in connection with the spin-off (the "Spin-Off") of the Issuer from Vornado Realty Trust ("Vornado"). At such time, VRLP continued to be the sole shareholder of the Issuer. Immediately following such issuance by the Issuer, VRLP distributed 100% of the outstanding Common Shares to holders of record as of the close of business on January 7, 2015 (the "Record Date") of VRLP common limited partnership units, including Vornado, on a pro rata basis. Immediately following such distribution by VRLP, Vornado distributed the Common Shares it received from VRLP to holders of record as of the close of business on the Record Date of Vornado common shares on a pro rata basis.

2. Mr. Roth is the chief executive officer, a trustee and the Chairman of the Board of Trustees of Vornado, which is the general partner of VRLP. Mr. Roth was elected to the board of trustees of the Issuer on January 14, 2015. As the chief executive officer and a trustee of Vornado, Mr. Roth may be deemed to have a pecuniary interest in certain of the Common Shares beneficially owned by Vornado and VRLP. Mr. Roth disclaims any beneficial ownership of such Common Shares.

3. Includes 1,000 Common Shares previously reported as directly held by VRLP.

4. These Common Shares were acquired in the pro rata distributions made by each of Vornado and VRLP in connection with the Spin-Off.

5. These Common Shares are held by Interstate Properties, a New Jersey general partnership of which Mr. Roth is the managing general partner. The filing of this Form 4 shall not be deemed an admission that Mr. Roth is the beneficial owner of these 2,801,774 Common Shares, except to the extent of his pecuniary interest.

6. These Common Shares are held by the Daryl and Steven Roth Foundation, a charitable foundation over which Mr. Roth holds sole voting and investment power. Mr. Roth disclaims any pecuniary interest in these Common Shares.

7. These Common Shares are held by Mr. Roth's spouse. The filing of this Form 4 shall not be deemed an admission that Mr. Roth is the beneficial owner of these Common Shares.

8. Common Limited Partnership Units ("Units") in Urban Edge Properties LP ("UELP"), the Issuer's operating partnership. The Units were issued to VRLP by UELP in connection with the Spin-Off and are redeemable for cash or, at the option of the Issuer, Common Shares on or after January 15, 2016. The Units are held directly by VRLP, Vornado's operating partnership, and are therefore held indirectly by Vornado. The Units have no expiration date. Mr. Roth is the chief executive officer, a trustee and the Chairman of the Board of Trustees of Vornado, which is the general partner of VRLP. Mr. Roth was elected to the board of trustees of the Issuer on January 14, 2015. As the chief executive officer and a trustee of Vornado, Mr. Roth may be deemed to have a pecuniary interest in certain of the Units beneficially owned by Vornado and VRLP. Mr. Roth disclaims any beneficial ownership of the Units.

9. The Phantom Units become payable in cash to Mr. Roth commencing upon a distribution at a future date from the Vornado Realty Trust Nonqualified Deferred Compensation Plan.

10. The Phantom Units were acquired by Mr. Roth as a result of his participation in the Vornado Non-Qualified Deferred Compensation Plan and the pro rata distributions made by each of Vornado and VRLP in connection with the Spin-Off.

Remarks:

	/s/ Steven Roth	01/20/2015
	** 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).
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