Urban Edge Properties — Director's Dealing 2021

Feb 12, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Urban Edge Properties (UE)
CIK: 0001611547
Period of Report: 2021-02-10

Reporting Person: Milton Robert C. III (General Counsel and Secretary)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-10	LTIP Units (2021 LTI Perf.)	$	A	2923.0000	Acquired		Common Shares (2923.0000)	Direct
2021-02-10	LTIP Units (2021 LTI Time)	$	A	7558.0000	Acquired		Common Shares (7558.0000)	Direct

Footnotes

F1: Represents LTIP Units in Urban Edge Properties LP granted pursuant to the Urban Edge Properties 2021 long-term incentive plan (the "2021 LTI") under the Urban Edge Properties 2015 Omnibus Share Plan (the "Omnibus Plan"). The 2021 LTI program is comprised of LTIP Units that vest solely based on time ("2021 LTI Time") and those that vest subject to both time and performanced hurdles ("2021 LTI Perf").

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 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.

F3: The LTIP Units are scheduled to vest 50% on February 10, 2024 and 25% on each of February 10, 2025 and February 10, 2026, 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 10, 2024. Excludes 8,021 units granted under the 2021 LTI 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.

F4: 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 vest ratably over three years, subject to continued employment through each vesting date, with the initial vesting occurring on February 10, 2022.