Urban Edge Properties — Director's Dealing 2015

Jan 20, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Urban Edge Properties (UE)
CIK: 0001611547
Period of Report: 2015-01-15

Reporting Person: ROTH STEVEN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-15	Common Shares, $0.01 par value (the "Common Shares")	J	99246806	—	Acquired	99247806	Indirect
2015-01-15	Common Shares	J	99247806	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-15	Common Limited Partnership Units of Urban Edge Properties LP	$0	J	5717184	Acquired		Common Shares (5717184)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	1577036	Direct
Common Shares	2801774	Indirect
Common Shares	1936	Indirect
Common Shares	18649	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Units	$		Common Shares (30011)	30011	Direct

Footnotes

F1: On January 15, 2015, Urban Edge Properties (the "Issuer") issued 99,246,806 Common Shares to Vornado Realty L.P. ("VRLP") as consideration for the contribution of certain assets to the Issuer by VRLP in connection with the spin-off (the "Spin-Off") of the Issuer from Vornado Realty Trust ("Vornado"). At such time, VRLP continued to be the sole shareholder of the Issuer. Immediately following such issuance by the Issuer, VRLP distributed 100% of the outstanding Common Shares to holders of record as of the close of business on January 7, 2015 (the "Record Date") of VRLP common limited partnership units, including Vornado, on a pro rata basis. Immediately following such distribution by VRLP, Vornado distributed the Common Shares it received from VRLP to holders of record as of the close of business on the Record Date of Vornado common shares on a pro rata basis.

F2: Mr. Roth is the chief executive officer, a trustee and the Chairman of the Board of Trustees of Vornado, which is the general partner of VRLP. Mr. Roth was elected to the board of trustees of the Issuer on January 14, 2015. As the chief executive officer and a trustee of Vornado, Mr. Roth may be deemed to have a pecuniary interest in certain of the Common Shares beneficially owned by Vornado and VRLP. Mr. Roth disclaims any beneficial ownership of such Common Shares.

F3: Includes 1,000 Common Shares previously reported as directly held by VRLP.

F4: These Common Shares were acquired in the pro rata distributions made by each of Vornado and VRLP in connection with the Spin-Off.

F5: These Common Shares are held by Interstate Properties, a New Jersey general partnership of which Mr. Roth is the managing general partner. The filing of this Form 4 shall not be deemed an admission that Mr. Roth is the beneficial owner of these 2,801,774 Common Shares, except to the extent of his pecuniary interest.

F6: These Common Shares are held by the Daryl and Steven Roth Foundation, a charitable foundation over which Mr. Roth holds sole voting and investment power. Mr. Roth disclaims any pecuniary interest in these Common Shares.

F7: These Common Shares are held by Mr. Roth's spouse. The filing of this Form 4 shall not be deemed an admission that Mr. Roth is the beneficial owner of these Common Shares.

F8: Common Limited Partnership Units ("Units") in Urban Edge Properties LP ("UELP"), the Issuer's operating partnership. The Units were issued to VRLP by UELP in connection with the Spin-Off and are redeemable for cash or, at the option of the Issuer, Common Shares on or after January 15, 2016. The Units are held directly by VRLP, Vornado's operating partnership, and are therefore held indirectly by Vornado. The Units have no expiration date. Mr. Roth is the chief executive officer, a trustee and the Chairman of the Board of Trustees of Vornado, which is the general partner of VRLP. Mr. Roth was elected to the board of trustees of the Issuer on January 14, 2015. As the chief executive officer and a trustee of Vornado, Mr. Roth may be deemed to have a pecuniary interest in certain of the Units beneficially owned by Vornado and VRLP. Mr. Roth disclaims any beneficial ownership of the Units.

F9: The Phantom Units become payable in cash to Mr. Roth commencing upon a distribution at a future date from the Vornado Realty Trust Nonqualified Deferred Compensation Plan.

F10: The Phantom Units were acquired by Mr. Roth as a result of his participation in the Vornado Non-Qualified Deferred Compensation Plan and the pro rata distributions made by each of Vornado and VRLP in connection with the Spin-Off.