CUSIP No. 917286106
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1 Names of Reporting Persons.
Urstadt Property Company, Inc.
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2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. ◻
b. ◻
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3 SEC Use Only
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4 Source of Funds (See Instructions)
N/A
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ◻
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6 Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
3,286,578
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
3,286,578
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,286,578
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ◻
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13 Percent of Class Represented By Amount in Row (11)
32.3%
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14 Type of Reporting Person (See Instructions)
CO
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CUSIP No. 917286106
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1 Names of Reporting Persons.
Elinor F. Urstadt
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2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. ◻
b. ◻
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3 SEC Use Only
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4 Source of Funds (See Instructions)
N/A
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ◻
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6 Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially Owned by
Each
Reporting
Person With
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7 Sole Voting Power
1,256,620
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8 Shared Voting Power
3,286,578
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9 Sole Dispositive Power
1,256,620
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10 Shared Dispositive Power
3,286,578
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,543,198
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ◻
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13 Percent of Class Represented By Amount in Row (11)
44.6%
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14 Type of Reporting Person (See Instructions)
IN
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CUSIP No. 917286106
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1 Names of Reporting Persons.
Urstadt Realty Associates Co LP
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2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. ◻
b. ◻
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3 SEC Use Only
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4 Source of Funds (See Instructions)
N/A
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ◻
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6 Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
1,942,431
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
1,942,431
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,942,431
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ◻
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13 Percent of Class Represented By Amount in Row (11)
19.1%
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14 Type of Reporting Person (See Instructions)
PN
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CUSIP No. 917286106
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1 Names of Reporting Persons.
Urstadt Realty Shares II L.P.
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2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. ◻
b. ◻
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3 SEC Use Only
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4 Source of Funds (See Instructions)
N/A
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ◻
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6 Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
455,721
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
455,721
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
455,721
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ◻
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13 Percent of Class Represented By Amount in Row (11)
4.5%
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14 Type of Reporting Person (See Instructions)
PN
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CUSIP No. 917286106
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1 Names of Reporting Persons. I.R.S. Identification No. of Above Persons (Entities Only)
Willing L. Biddle
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2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. ◻
b. ◻
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3 SEC Use Only
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4 Source of Funds (See Instructions)
OO – See Item 5(c)
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ◻
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6 Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
3,323,396
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
3,323, 396
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,323, 396
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ◻
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13 Percent of Class Represented By Amount in Row (11)
32.6%
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14 Type of Reporting Person (See Instructions)
IN
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CUSIP No. 917286106
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1 Names of Reporting Persons.
Catherine U. Biddle
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2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. ◻
b. ◻
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3 SEC Use Only
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4 Source of Funds (See Instructions)
N/A – See Item 5(c)
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ◻
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6 Citizenship or Place of Organization
United States of America
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|
Number of
Shares
Beneficially Owned by
Each
Reporting
Person With
|
7 Sole Voting Power
0
|
8 Shared Voting Power
3,323,396
|
|
9 Sole Dispositive Power
0
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10 Shared Dispositive Power
3,323,396
|
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,323,396
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|
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ◻
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13 Percent of Class Represented By Amount in Row (11)
32.6%
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14 Type of Reporting Person (See Instructions)
IN
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(a) |
Mr. Biddle is the President and Chief Executive Officer, as well as a member of the Board of Directors, of the Issuer. Mr. Charles J. Urstadt, previously one of the Reporting Persons, passed away on March 3, 2020. At the time of his
death, Mr. Urstadt was an employee and Chairman & Director, Emeritus, of the Board of Directors of the Issuer. Mr. Urstadt's wife, Elinor F. Urstadt, was appointed as the executor of Mr. Urstadt's estate after a delay resulting from the
closings of courts in New York due to COVID-19. The assets in Mr. Urstadt's estate will go into trusts for the benefit of Mrs. Urstadt although that distribution has not yet occurred. In her capacity as executor of Mr. Urstadt's estate,
Mrs. Urstadt may be deemed to have beneficial ownership of the Common Stock in Mr. Urstadt's estate.
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(b) |
UPCO and Mrs. Urstadt may be deemed to have shared power to vote or direct the voting of and to dispose of or direct the disposition of the 888,426 shares of Common Stock directly owned by UPCO in view of the fact that Mrs. Urstadt and the
estate of Mr. Urstadt own a controlling amount of the outstanding voting securities of UPCO.
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(c) |
On January 4, 2021, the Issuer entered into an agreement with Mr. Biddle and Mrs. Biddle, whereby they were granted restricted stock awards of 100,000 and 1,350 shares of Common Stock, respectively. In addition, Mr. Biddle was granted a
restricted stock award of 2,500 shares of Class A Common Stock. Each of the Common Stock and Class A awards were issued pursuant to the Issuer’s Amended and Restated Restricted Stock Award Plan (the “Restricted Stock Award Plan”).
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