Andrea Rosenthal Drazin Form 3 Urban Edge Properties / Andrea Rosenthal Drazin ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Drazin Andrea Rosenthal

(Last)

(First)

(Middle)

849 BRADFORD AVENUE

(Street)

WESTFIELD

07090

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/14/2022

3. Issuer Name and Ticker or Trading Symbol
Urban Edge Properties [ UE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Accounting Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	9,313⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
LTIP Units (2018 LTI Time)⁽²⁾	⁽³⁾	⁽⁴⁾	Common Shares	292	⁽⁴⁾	D
LTIP Units (2019 LTI Time)⁽⁵⁾	⁽⁶⁾	⁽⁴⁾	Common Shares	549	⁽⁴⁾	D
LTIP Units (2019 LTI Perf.)⁽⁵⁾	⁽⁷⁾	⁽⁴⁾	Common Shares	708	⁽⁴⁾	D
LTIP Units (2020 LTI Perf.)⁽⁸⁾	⁽⁹⁾	⁽⁴⁾	Common Shares	736	⁽⁴⁾	D
LTIP Units (2020 LTI Time)⁽⁸⁾	⁽¹⁰⁾	⁽⁴⁾	Common Shares	610	⁽⁴⁾	D
LTIP Units (2021 LTI Perf.)⁽¹¹⁾	⁽¹²⁾	⁽¹³⁾	Common Shares	615	⁽¹³⁾	D
LTIP Units (2021 LTI Time)⁽¹¹⁾	⁽¹⁴⁾	⁽¹³⁾	Common Shares	1,590	⁽¹³⁾	D
Stock Options (Right to Buy)⁽¹⁵⁾	⁽¹⁵⁾	⁽¹⁵⁾	Common Shares	6,561	23.85	D

Explanation of Responses:

1. 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.

2. "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").

3. 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.

4. 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.

5. 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").

6. 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.

7. 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.

8. 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").

9. 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.

10. 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.

11. 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").

12. 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.

13. 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.

14. 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.

15. 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:

poadrazin.txt

	/s/ Robert C. Milton III under POA	10/21/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Andrea Rosenthal Drazin Form 3Urban Edge Properties / Andrea Rosenthal Drazin ownership change