Urban Edge Properties — Director's Dealing 2017

Feb 28, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Urban Edge Properties (UE)
CIK: 0001611547
Period of Report: 2017-02-24

Reporting Person: Olson Jeffrey S (Director, Chairman of the Board & CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-24	LTIP Units	$	A	31734.0000	Acquired		Common Shares (31734.0000)	Direct
2017-02-24	LTIP Units (2017 OPP)	$	A	19091.0000	Acquired		Common Shares (19091.0000)	Direct
2017-02-24	Stock Options (Right to Buy)	$28.3600	A	97656.0000	Acquired	2027-02-23	Common Shares (97656.0000)	Direct

Footnotes

F1: Granted pursaunt to the Urban Edge Properties 2015 Omnibus Share Plan (the "Omnibus Plan") and 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 Partnership Unit (a "Common Unit") in Urban Edge Properties LP ("UELP"). Each Common Unit acquired upon conversion of an LTIP Unit may be converted into one Common Share of the 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. The LTIP Units vest ratably over four years, subject to continued employment through each vesting date, with the initial vesting occurring on February 24, 2018.

F2: Represents LTIP Units in UELP granted pursuant to the Urban Edge Properties 2017 Outperformance Plan (the "2017 Outperformance Plan" or "2017 OPP") under the Omnibus Plan.

F3: 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 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 February 24, 2020 and 25% on each of February 24, 2021 and February 24, 2022, 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 24, 2020.

F4: Excludes 57,270 LTIP Units granted under the 2017 OPP the vesting of which is subject to conditions (other than the passage of time and continued employment) that are not tied solely to the market price of an equity security of the Issuer. The vesting conditions relate to the Issuer's total shareholder return relative to the total shareholder return of a basket of peer group companies.

F5: Granted pursuant to the Omnibus Plan. The options vest ratably over four years, subject to continued employment through each vesting date, with the initial vesting occuring on February 24, 2018.