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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 | |
| URSTADT CHARLES J 2 PARK PLACE BRONXVILLE, NY 10708 |
X | X | Chairman of the Board and CEO | |
| URSTADT PROPERTY CO INC 2 PARK PLACE BRONXVILLE, NY 10708 |
Joint Filer | |||
| Charles J. Urstadt by Thomas D. Myers as Attorney-in-Fact | 02/03/2012 | |
| **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) | Those shares of Common Stock of which Mr. Urstadt is the indirect beneficial owner, and which are owned by the trust established under the Urstadt Biddle Properties Inc. Excess Benefit and Deferred Compensation Plan of 2005 (the "Compensation Plan Trust"), are subject to automatic reinvestment of dividends pursuant to the Issuer's Dividend Reinvestment Plan. On January 20, 2012, dividends on these shares were paid and automatically reinvested by the Compensation Plan Trust in additional Common Stock for the benefit of Mr. Urstadt in the amount of 56.4822 shares. |
| (2) | Pursuant to an agreement dated February 1, 2012 between Urstadt Property Company, Inc., a Delaware corporation of which Mr. Urstadt is Chairman and a controlling shareholder ("UPCO"), as general partner of Urstadt Realty Shares II L.P., a Delaware limited partnership of which UPCO is the general partner and Mr. Urstadt is the limited partner ("URS II"), UPCO and Mr. Urstadt each transferred Common Stock of the Issuer to URS II in amounts of 1,515 shares and 150,000 shares, respectively. These contributions had no effect on Mr. Urstadt's beneficial ownership of Common Stock of the Issuer. |
| (3) | Pursuant to an agreement dated February 2, 2012 between UPCO, as general partner of URS II, and Mr. Urstadt, as limited partner of URS II, UPCO and Mr. Urstadt each transferred Common Stock of the Issuer to URS II in amounts of 758 shares and 75,000 shares, respectively. These contributions had no effect on Mr. Urstadt's beneficial ownership of Common Stock of the Issuer. |
| (4) | This figure includes 531,250 restricted shares of Common Stock issued pursuant to the Issuer's Amended and Restated Restricted Stock Award Plan, all of which are held by URS II, as reported on previously filed Forms 4 and 5. |
| (5) | Mr. Urstadt is the direct beneficial owner of 10,050 shares of Common Stock of the Issuer. He is the indirect beneficial owner of 3,969,059 shares of Common Stock, of which 1,204,338 shares are held by URS II (including the 531,250 restricted shares referenced in Footnote 4), 777,011 shares are held by UPCO, 41,050 shares are held by Elinor Urstadt, Mr. Urstadt's wife, 4,229 shares are held by the Compensation Plan Trust for the benefit of Mr. Urstadt and 1,942,431 shares are held by Urstadt Realty Associates Co LP, a Delaware limited partnership, of which UPCO is the general partner and Mr. Urstadt, Mrs. Urstadt, the Catherine U. Biddle Irrevocable Trust and the Charles D. Urstadt Irrevocable Trust (for each of which trusts Mr. Urstadt is the sole trustee) are the limited partners. |