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*
MINUTOLI ROBERT

(Last) (First) (Middle)
C/O URBAN EDGE PROPERTIES
210 ROUTE 4 EAST

(Street)
PARAMUS NJ 07652

(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)
Chief Operating Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/22/2018
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
Common Shares 02/22/2018 A 16,174(1) A $21.64 77,111.52(2) D
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
LTIP Units (2018 LTI Perf.)(3) (4) 02/22/2018 A 20,891 (5) (4) Common Shares 20,891 $0.0000 20,891 D
Explanation of Responses:
1. These common shares of beneficial interest, par value $0.01 ("Common Shares") of Urban Edge Properties (the "Issuer") were issued as "Restricted Stock" under the terms of the Urban Edge Properties 2015 Omnibus Share Plan (the "Omnibus Plan"). These shares vest ratably over three years subject to continued employment through each vesting date with the initial vesting occurring on February 22, 2019.
2. Total includes Common Shares purchased, if any, through the Urban Edge Properties employee stock purchase plan and dividend reinvestment plan.
3. Represents LTIP Units in Urban Edge Properties LP granted pursuant to the Urban Edge Properties 2018 long-term incentive plan (the "2018 LTI") under the Omnibus Plan. The 2018 LTI program is comprised of LTIP Units that vest solely based on time ("2018 LTI Time") and those that vest subject to both time and performanced hurdles ("2018 LTI Perf").
4. 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 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.
5. The LTIP Units are scheduled to vest 50% on February 22, 2021 and 25% on each of February 22, 2022 and February 22, 2023, subject to continued employment through such dates and the achievement of certain performance based criteria based on the Issuer's total return to shareholders through February 22, 2021. Excludes 48,297 units granted under the 2018 LTI the vesting of which is subject to conditions (other than the passage of time and continued employment) that are not tied solely to the market price of an equity security of the Issuer. The vesting conditions relate to the Issuer's total shareholder return relative to the total shareholder return of a basket of peer group companies.
/s/ Robert Minutoli 02/26/2018
** 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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