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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Milton Robert C. III

(Last)

(First)

(Middle)

C/O URBAN EDGE PROPERTIES

210 ROUTE 4 EAST

(Street)

PARAMUS

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)
	General Counsel and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2024

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	03/11/2024		C		26,333⁽¹⁾	A	$0.0000⁽¹⁾	26,333	D
Common Shares	03/12/2024		S		26,333	D	$17.0168⁽²⁾	0.0000	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)
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)
LTIP Units⁽³⁾	⁽³⁾	03/11/2024		C			5,792	⁽³⁾	⁽³⁾	Common Shares	5,792	$0.0000	0.0000	D
LTIP Units⁽⁴⁾	⁽⁴⁾	03/11/2024		C			1,869	⁽⁴⁾	⁽⁴⁾	Common Shares	1,869	$0.0000	0.0000	D
LTIP Units (2019 LTI Time)⁽⁵⁾	⁽⁵⁾	03/11/2024		C			3,333	⁽⁵⁾	⁽⁵⁾	Common Shares	3,333	$0.0000	0.0000	D
LTIP Units (2019 LTI Perf.)⁽⁶⁾	⁽⁶⁾	03/11/2024		C			2,903	⁽⁶⁾	⁽⁶⁾	Common Shares	2,903	$0.0000	0.0000	D
LTIP Units (2020 LTI Time)⁽⁷⁾	⁽⁷⁾	03/11/2024		C			3,887	⁽⁷⁾	⁽⁷⁾	Common Shares	3,887	$0.0000	0.0000	D
LTIP Units (2021 LTI Perf.)⁽⁸⁾	⁽⁸⁾	03/11/2024		C			2,638	⁽⁸⁾	⁽⁸⁾	Common Shares	2,638	$0.0000	2,639	D
LTIP Units (2021 LTI Time)⁽⁹⁾	⁽⁹⁾	03/11/2024		C			5,911	⁽⁹⁾	⁽⁹⁾	Common Shares	5,911	$0.0000	1,647	D

Explanation of Responses:

1. 26,333 LTIP units ("LTIP Units") in Urban Edge Properties LP (the "Partnership"), of which the Issuer is the sole general partner, were exchanged for an equal number of Common Partnership Units ("Common Units") in the Partnership, which were subsequently redeemed for an equal number of common shares of beneficial interest, par value $0.01 ("Common Shares") of the Issuer.

2. Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from $16.94 to $17.12 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

3. Represents LTIP Units granted pursuant to the Urban Edge Properties 2015 Omnibus Plan (the "Omnibus Plan"). The LTIP Units vested ratably over three years, with the initial vesting having occurred on February 20, 2021.

4. Represents LTIP Units granted pursuant to the Omnibus Plan. The LTIP Units vested ratably over three years, with the initial vesting having occurred on February 27, 2020.

5. Represents LTIP Units in the Partnership granted pursuant to the Urban Edge Properties 2019 long-term incentive plan under the Omnibus Plan. The LTIP Units vested ratably over three years, with the initial vesting having occurred on February 27, 2020.

6. Represents LTIP Units in the Partnership granted pursuant to the Urban Edge Properties 2019 long-term incentive plan under the Omnibus Plan. 50% of the LTIP Units vested on March 2, 2022 and 25% on each of February 27, 2023 and February 27, 2024.

7. Represents LTIP Units in the Partnership granted pursuant to the Urban Edge Properties 2020 long-term incentive plan under the Omnibus Plan. The LTIP Units vested ratably over three years, with the initial vesting having occurred on February 20, 2021.

8. Represents LTIP Units in the Partnership granted pursuant to the Urban Edge Properties 2021 long-term incentive plan under the Omnibus Plan. 50% of the LTIP Units vested on February 22, 2024 and 25% will vest on each of February 9, 2025 and February 9, 2026, subject to continued employment through such dates.

9. Represents LTIP Units in the Partnership granted pursuant to the Urban Edge Properties 2021 long-term incentive plan under the Omnibus Plan. The LTIP Units vested ratably over three years, with the initial vesting having occurred on February 10, 2022.

	/s/ Robert C. Milton III	03/13/2024
	** 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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