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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
VORNADO REALTY TRUST 888 SEVENTH AVENUE NEW YORK, NY 10019 |
X | |||
VORNADO REALTY LP 888 SEVENTH AVENUE NEW YORK, NY 10019 |
X |
Vornado Realty Trust - /s/ Stephen W. Theriot, Chief Financial Officer | 01/20/2015 | |
**Signature of Reporting Person | Date | |
Vornado Realty L.P., by Vornado Realty Trust (general partner) - /s/ Stephen W. Theriot, Chief Financial Officer | 01/20/2015 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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). |
(1) | On January 15, 2015, Urban Edge Properties (the "Issuer"), a wholly-owned subsidiary of Vornado Realty L.P. ("VRLP"), issued 99,246,806 Common Shares to VRLP as consideration for the contribution of certain assets to the Issuer by VRLP in connection with the spin-off (the "Spin-Off") of the Issuer from Vornado Realty Trust ("Vornado"). Immediately following such issuance by the Issuer, VRLP distributed 100% of the outstanding Common Shares to holders of record as of the close of business on January 7, 2015 (the "Record Date") of VRLP common limited partnership units, including Vornado, on a pro rata basis based on a ratio of one Common Share for every two VRLP common limited partnership units. Immediately following such distribution by VRLP, Vornado distributed the Common Shares it received from VRLP to holders of record as of the close of business on the Record Date of Vornado common shares on a pro rata basis based on a ratio of one Common Share for every two Vornado common shares. |
(2) | Includes 1,000 Common Shares previously reflected as indirectly held by Vornado and directly held by VRLP. |
Remarks: This Form 4 is being filed by Vornado and VRLP (collectively, the "Reporting Persons") with respect to Common Shares of Urban Edge Properties, a Maryland real estate investment trust (the "Issuer"). Vornado is the sole general partner of, and owns approximately 94% of the common limited partnership interests in, VRLP. |