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)
32.4%
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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
306,050
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8 Shared Voting Power
3,787,148
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9 Sole Dispositive Power
306,050
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10 Shared Dispositive
Power
3,787,148
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11 Aggregate Amount
Beneficially Owned by Each Reporting Person
4,093,198
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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)
40.3%
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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
4,376,970
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9 Sole Dispositive Power
0
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10 Shared Dispositive
Power
4,376,970
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11 Aggregate Amount
Beneficially Owned by Each Reporting Person
4,376,970
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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)
43.1%
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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) ☐
|
|
6 Citizenship or Place
of Organization
United States of America
|
|
Number of
Shares
Beneficially Owned by
Each
Reporting
Person With
|
7 Sole Voting Power
0
|
8 Shared Voting Power
4,376,970
|
|
9 Sole Dispositive Power
0
|
|
10 Shared Dispositive Power
4,376,970
|
|
11 Aggregate Amount
Beneficially Owned by Each Reporting Person
4,376,970
|
|
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)
43.1%
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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 have begun to be distributed into trusts for the benefit of Mrs. Urstadt and others
although that distribution is not yet complete. In her capacity as executor of Mr. Urstadt's estate, Mrs. Urstadt may be deemed to have beneficial ownership of the 125,000 shares of 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, 2022, the Issuer entered into an agreement with Mr. Biddle and Mrs. Biddle, whereby they were granted restricted stock awards of 100,000 and 2,500 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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