Urban Edge Properties — Director's Dealing 2019

Mar 4, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Urban Edge Properties (UE)
CIK: 0001611547
Period of Report: 2019-02-28

Reporting Person: ROTH STEVEN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-28	Common Shares, $0.01 par value (the "Common Shares")	C	5717184	—	Acquired	5717184	Indirect
2019-02-28	Common Shares	S	5717184	$18.98	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-28	Common Limited Parnership Units of Urban Edge Properties LP	$0	C	5717184	Disposed		Common Shares (5717184)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	1327326	Direct
Common Shares	2802526	Indirect
Common Shares	1936	Indirect
Common Shares	18649	Indirect

Footnotes

F1: On February 28, 2019, Vornado Realty L.P. ("VRLP") redeemed 5,717,184 Common Limited Partnership Units of Urban Edge Properties LP (the "Units"), the operating partnership of Urban Edge Properties (the "Issuer"). The Units have no expiration date and are redeemable for an equal number of the Issuer's common shares, par value $.01 per share (the "Common Shares") , or cash equal to the fair market value of such Common Shares. The Issuer elected to deliver 5,717,184 Common Shares in a transaction exempt from Section 16(b) pursuant to the rules thereunder.

F2: Mr. Roth is the chief executive officer, a trustee and the Chairman of the Board of Trustees of Vornado Realty Trust ("Vornado"), which is the general partner of VRLP. Mr. Roth was elected to the board of trustees of the Issuer on January 14, 2015 and re-elected most recently on May 9, 2018. 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: 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.

F4: 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.

F5: 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.