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)
02/09/2024

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)

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)
2023 LTIPs⁽¹⁾	⁽²⁾	02/09/2024		A		77,848		⁽³⁾	⁽²⁾	Common Shares	77,848	$0.0000	77,848	D
LTIP Units (2024 LTI Perf.)⁽⁴⁾	⁽²⁾	02/09/2024		A		4,992		⁽⁵⁾	⁽²⁾	Common Shares	4,992	$0.0000	4,992	D
LTIP Units (2024 LTI Time)⁽⁴⁾	⁽²⁾	02/09/2024		A		12,380		⁽⁶⁾	⁽²⁾	Common Shares	12,380	$0.0000	12,380	D

Explanation of Responses:

1. Represents LTIP Units in Urban Edge Properties LP granted pursuant to a one-time elective program under which members of management elected to forgo 2023 cash bonuses and receive equity with a grant date fair value equal to the cash forgone that was matched on a one-for-one basis by the Issuer. The LTIPs shown represent both the forgone bonus plus the match, all of which vest ratably over four years, subject to continued employment through each vesting date, with the initial vesting occurring on February 9, 2025.

2. 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 Urban Edge Properties (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.

3. The LTIP Units vest ratably over four years, subject to continued employment through each vesting date, with the initial vesting occurring on February 9, 2025.

4. Represents LTIP Units in Urban Edge Properties LP granted pursuant to the Urban Edge Properties 2024 long-term incentive plan (the "2024 LTI Plan") under the Urban Edge Properties 2015 Omnibus Share Plan. The 2024 LTI Plan is comprised of LTIP Units that vest solely based on time, which we refer to as "2024 LTI Time" in Table II and those that vest subject to both time and performanced hurdles, which we refer to as "2024 LTI Perf." in Table II.

5. The LTIP Units are scheduled to vest 50% on February 9, 2027 and 25% on each of February 9, 2028 and February 9, 2029, 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 9, 2027. Excludes 16,343 LTIP units granted under the 2024 LTI Plan the vesting of which is subject to conditions that are not tied solely to the market price of an equity security of the Issuer.

6. The LTIP Units vest ratably over three years, subject to continued employment through each vesting date, with the initial vesting occurring on February 9, 2025.

	/s/ Robert C. Milton III	02/13/2024
	** 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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