CUSIP No. 917286106
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1 Names of Reporting Persons.
Charles J. Urstadt
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2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. ☐
b. ☐
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3 SEC Use Only
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4 Source of Funds (See Instructions)
OO – See Item 5(c)
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6 Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially Owned by
Each
Reporting
Person With
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7 Sole Voting Power
865,570
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8 Shared Voting Power
3,647,387
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9 Sole Dispositive Power
865,570
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10 Shared Dispositive Power
3,647,387
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,512,957
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
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13 Percent of Class Represented By Amount in Row (11)
46.7%
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14 Type of Reporting Person (See Instructions)
IN
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CUSIP No. 917286106
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1 Names of Reporting Persons.
Urstadt Property Company, Inc.
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2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. ☐
b. ☐
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3 SEC Use Only
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4 Source of Funds (See Instructions)
N/A
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6 Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
3,281,337
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
3,281,337
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,281,337
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
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13 Percent of Class Represented By Amount in Row (11)
34.0%
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14 Type of Reporting Person (See Instructions)
CO
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CUSIP No. 917286106
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1 Names of Reporting Persons.
Elinor F. Urstadt
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2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. ☐
b. ☐
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3 SEC Use Only
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4 Source of Funds (See Instructions)
N/A
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6 Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
146,050
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
146,050
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
146,050
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
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13 Percent of Class Represented By Amount in Row (11)
1.5%
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14 Type of Reporting Person (See Instructions)
IN
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CUSIP No. 917286106
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1 Names of Reporting Persons.
Urstadt Realty Associates Co LP
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2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. ☐
b. ☐
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3 SEC Use Only
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4 Source of Funds (See Instructions)
N/A
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6 Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
1,942,431
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
1,942,431
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,942,431
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
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13 Percent of Class Represented By Amount in Row (11)
20.1%
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14 Type of Reporting Person (See Instructions)
PN
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CUSIP No. 917286106
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1 Names of Reporting Persons.
Urstadt Realty Shares II L.P.
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2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. ☐
b. ☐
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3 SEC Use Only
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4 Source of Funds (See Instructions)
N/A
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6 Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
455,721
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
455,721
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
455,721
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
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13 Percent of Class Represented By Amount in Row (11)
4.7%
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14 Type of Reporting Person (See Instructions)
PN
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CUSIP No. 917286106
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1 Names of Reporting Persons. I.R.S. Identification No. of Above Persons (Entities Only)
Willing L. Biddle
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2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. ☐
b. ☐
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3 SEC Use Only
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4 Source of Funds (See Instructions)
OO – See Item 5(c)
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6 Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
3,018,738
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
3,018,738
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,018,738
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
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13 Percent of Class Represented By Amount in Row (11)
31.2%
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14 Type of Reporting Person (See Instructions)
IN
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CUSIP No. 917286106
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1 Names of Reporting Persons.
Catherine U. Biddle
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2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. ☐
b. ☐
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3 SEC Use Only
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4 Source of Funds (See Instructions)
N/A – See Item 5(c)
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6 Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
3,018,738
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
3,018,738
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,018,738
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
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13 Percent of Class Represented By Amount in Row (11)
31.2%
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14 Type of Reporting Person (See Instructions)
IN
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(a) |
Mr. Urstadt is the direct beneficial owner of 865,570 shares of Common Stock of the Issuer. In addition, he is the indirect beneficial owner of 883,185 shares of Common Stock directly held by UPCO, 41,050 shares of Common Stock held by Mrs. Urstadt, 1,942,431 shares of Common Stock held by URACO, 455,721 shares of Common Stock held by URS II, and 220,000 shares of Common Stock held by the Charles J. Urstadt 2012 Family Trust. In addition, he has the power to vote or direct the voting of and to dispose or direct the disposition of 105,000 shares of Common Stock held by the Urstadt Conservation Foundation (the "Foundation"). As a result, Mr. Urstadt beneficially owns or has the power to vote or direct the voting of and to dispose or direct the disposition of a total of 4,512,957 shares of Common Stock, or 46.7% of the 9,664,778 shares of Common Stock outstanding as of October 31, 2017.
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(b) |
UPCO and Mr. Urstadt may be deemed to have shared power to vote or direct the voting of and to dispose of or direct the disposition of the 883,185 shares of Common Stock directly owned by UPCO in view of the fact that Mr. Urstadt and Mrs. Urstadt own a controlling amount of the outstanding voting securities of UPCO.
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(c) |
On January 2, 2018, the Issuer entered into an agreement with Mr. Urstadt, Mr. Biddle and Mrs. Biddle, whereby they were granted restricted stock awards of 50,000, 100,000 and 1,100 shares of Common Stock, respectively. In addition, Mr. Urstadt and Mr. Biddle were granted a restricted stock award of 2,000 and 2,500 shares of Class A Common Stock, respectively. Each of the Common Stock and Class A awards were issued pursuant to the Issuer's Amended and Restated Restricted Stock Award Plan (the "Restricted Stock Award Plan").
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