Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BIDDLE WILLING L

(Last)

(First)

(Middle)

321 RAILROAD AVENUE

(Street)

GREEENWICH

06830

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
URSTADT BIDDLE PROPERTIES INC [ UBP ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2023

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/18/2023		D		1,395,576	D	⁽¹⁾	0	D
Common Stock	08/18/2023		D		1,181,223	D	⁽¹⁾	0	I	See Footnote⁽²⁾
Common Stock	08/18/2023		D		906,024	D	⁽¹⁾	0	I	See Footnote⁽³⁾
Common Stock	08/18/2023		D		18,944	D	⁽¹⁾	0	I	See Footnote⁽⁴⁾
Common Stock	08/18/2023		D		5,163	D	⁽¹⁾	0	I	See Footnote⁽⁵⁾
Common Stock	08/18/2023		D		1,070	D	⁽¹⁾	0	I	See Footnote⁽⁶⁾
Common Stock	08/18/2023		D		21,000	D	⁽¹⁾	0	I	See Footnote⁽⁷⁾
Common Stock	08/18/2023		D		2,430	D	⁽¹⁾	0	I	See Footnote⁽⁸⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. All shares were disposed of pursuant to the Merger Agreement, by and among Regency Centers Corporation ( "Regency"), Hercules Merger Sub, LLC, Urstadt Biddle Properties Inc., UB Maryland I, Inc., and UB Maryland II, Inc. in exchange for an aggregate of 1,225,403 shares of Regency common stock having a closing price of $61.31 per share on the effective date of the mergers.

2. Shares held by Willing L. Biddle 2012 Dynasty Trust.

3. Shares held by Catherine U. Biddle 2012 Dynasty Trust.

4. Shares held by Catherine U. Biddle. The number of shares reported does not include shares of Common Stock of the Issuer owned by Urstadt Realty Associates Co LP ("URACO"), of which the Catherine U. Biddle Irrevocable Trust (the "CUB Trust") is a limited partner. Catherine U. Biddle is the sole beneficiary of the CUB Trust. The number of shares reported also does not include shares of Common Stock of the Issuer owned by Urstadt Property Company, Inc. ("UPCO"), of which Catherine U. Biddle is an officer and shareholder. Shares held by URACO and UPCO are separately reported by Elinor F. Urstadt and the Estate of Charles J. Urstadt, together the controlling shareholder of UPCO.

5. Shares held by Willing L. Biddle Inherited IRA.

6. Shares held by Charles Biddle Trust.

7. Shares held by Trust UW PTB Art 4.1.

8. Shares held by Excess Benefit and Deferred Compensation Plan of 2005, of which the Reporting Person is a participant.

Remarks:

	/s/ Willing L. Biddle	08/18/2023
	** 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 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).
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