Andrea Rosenthal Drazin - Oct 14, 2022 Form 3 Insider Report for Urban Edge Properties (UE)

Role: Chief Accounting Officer
Signature: /s/ Robert C. Milton III under POA
Stock symbol: UE
Transactions as of: Oct 14, 2022
Transactions value $: $0
Form type: 3
Date filed: 10/21/2022, 06:21 PM
Next filing: Feb 14, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	UE	Common Shares						9.31K	Oct 14, 2022	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	UE	LTIP Units (2018 LTI Time)							Oct 14, 2022	Common Shares	292		Direct	F2, F3, F4
holding	UE	LTIP Units (2019 LTI Time)							Oct 14, 2022	Common Shares	549		Direct	F4, F5, F6
holding	UE	LTIP Units (2019 LTI Perf.)							Oct 14, 2022	Common Shares	708		Direct	F4, F5, F7
holding	UE	LTIP Units (2020 LTI Perf.)							Oct 14, 2022	Common Shares	736		Direct	F4, F8, F9
holding	UE	LTIP Units (2020 LTI Time)							Oct 14, 2022	Common Shares	610		Direct	F4, F8, F10
holding	UE	LTIP Units (2021 LTI Perf.)							Oct 14, 2022	Common Shares	615		Direct	F11, F12, F13
holding	UE	LTIP Units (2021 LTI Time)							Oct 14, 2022	Common Shares	1.59K		Direct	F11, F13, F14
holding	UE	Stock Options (Right to Buy)							Oct 14, 2022	Common Shares	6.56K	$23.85	Direct	F15

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These common shares of beneficial interest, par value $0.01 ("Common Shares") of Urban Edge Properties (the "Issuer") were issued as: (i) "Restricted Stock" under the terms of the Urban Edge Properties 2015 Omnibus Share Plan (the "Omnibus Plan"); and (ii) Common Shares purchased, if any, through the Urban Edge Properties employee stock purchase plan and dividend reinvestment plan.
F2	"LTIP Units" are units of Urban Edge Properties LP ("UELP"), the operating partnership of the Issuer, issued under the Omnibus Plan, that, following the occurrence of certain events and upon vesting, are convertible by the holder into an equivalent number of Common Partnership Units of UELP ("Common Units") that are in turn redeemable by the holder for cash or, at the Issuer's election, Common Shares of the Issuer on a one-for-one basis or the cash value of such shares. Represents LTIP Units in UELP granted pursuant to the Issuer's 2018 long-term incentive plan (the "2018 LTI") under the Omnibus Plan. The 2018 LTI program is comprised of LTIP Units that vest solely based on time ("2018 LTI Time") and those that vest subject to both time and performanced hurdles ("2018 LTI Perf").
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 vest ratably over three years, subject to continued employment through each vesting date, with the initial vesting occurring on February 22, 2019.
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.
F5	Represents LTIP Units in Urban Edge Properties LP granted pursuant to the Urban Edge Properties 2019 long-term incentive plan (the "2019 LTI") the Urban Edge Properties 2015 Omnibus Share Plan (the "Omnibus Plan"). The 2019 LTI program is comprised of LTIP Units that vest solely based on time ("2019 LTI Time") and those that vest subject to both time and performance hurdles ("2019 LTI Perf").
F6	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 four years, subject to continued employment through each vesting date, with the initial vesting occurring on February 27, 2020.
F7	The LTIP Units are scheduled to vest 50% on February 27, 2022 and 25% on each of February 27, 2023 and February 27, 2024, 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 27, 2022. Excludes 1,671 units granted under the 2019 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.
F8	Represents LTIP Units in Urban Edge Properties LP granted pursuant to the Urban Edge Properties 2020 long-term incentive plan (the "2020 LTI") under the Omnibus Plan. The 2020 LTI program is comprised of LTIP Units that vest solely based on time ("2020 LTI Time") and those that vest subject to both time and performanced hurdles ("2020 LTI Perf").
F9	The LTIP Units are scheduled to vest 50% on February 20, 2023 and 25% on each of February 20, 2024 and February 20, 2025, 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 20, 2023. Excludes 1,531 units granted under the 2020 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.
F10	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 20, 2021.
F11	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").
F12	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 1,687 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.
F13	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.
F14	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.
F15	Granted pursuant to the Omnibus Plan. The options vest ratably over three years, subject to continued employment through each vesting date, with the initial vesting occuring on March 12, 2016.

Remarks:

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