Urban Edge Properties — Director's Dealing 2015

Nov 12, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Urban Edge Properties (UE)
CIK: 0001611547
Period of Report: 2015-11-06

Reporting Person: Eilberg Herbert (Chief Investment Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-11-06	LTIP Units	$	A	5600.0000	Acquired		Common Shares (5600.0000)	Direct

Footnotes

F1: Represents LTIP Units in Urban Edge Properties LP granted pursuant to the Urban Edge Properties 2015 Outperformance Plan (the "2015 Outperformance Plan") in accordance with the terms of the Urban Edge Properties 2015 Omnibus Share Plan (the "Plan").

F2: 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 unit of limited partnership interest in Urban Edge Properties LP (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.The LTIP Units are scheduled to vest 50% on November 5, 2018 and 25% on each of November 5, 2019 and November 5, 2020, subject to continued employment through such dates and the achievement of certain performance criteria based on the Issuer's total return to shareholders through November 5, 2018.