Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 28)*
Urstadt Biddle Properties Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
917286106
(CUSIP Number)
Willing L. Biddle
President and Chief Executive Officer
Urstadt Biddle Properties Inc.
321 Railroad Avenue
Greenwich, Connecticut 06830
(203) 863-8200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 4, 2021
(Date of Event Which Requires Filing
of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(e), 13d-1(f) or 13d‑1(g), check the following box. ◻
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosure provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
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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
3,286,578
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
3,286,578
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,286,578
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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)
32.3%
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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
1,256,620
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8 Shared Voting Power
3,286,578
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9 Sole Dispositive Power
1,256,620
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10 Shared Dispositive Power
3,286,578
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,543,198
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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)
44.6%
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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)
19.1%
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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)
4.5%
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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
3,323,396
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
3,323, 396
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,323, 396
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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)
32.6%
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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
3,323,396
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
3,323,396
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,323,396
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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)
32.6%
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14 Type of Reporting Person (See Instructions)
IN
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This Statement on Schedule 13D constitutes Amendment No. 28 to the Schedule 13D dated September 10, 1987, as amended by Amendment Nos. 1 through 27 (the “Schedule 13D”)
and is being filed to update the number of shares being reported by Willing L. Biddle and Catherine U. Biddle. This Amendment No. 28 is being filed on behalf of: (i) Urstadt Property Company, Inc., a Delaware corporation (“UPCO”), (ii) Elinor
F. Urstadt, in her personal capacity and as the executor of the estate of Charles J. Urstadt, (v) Urstadt Realty Associates Co LP, a Delaware limited partnership, by UPCO as its sole general partner (“URACO”), (iv) Urstadt Realty Shares II
L.P., a Delaware limited partnership, by UPCO as its sole general partner (“URS II”), (v) Willing L. Biddle and (vi) Catherine U. Biddle. The reporting persons set forth in (i) – (vi) of the preceding sentence are sometimes hereinafter
collectively referred to as the “Reporting Persons”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.
The Schedule 13D is hereby amended and supplemented as follows:
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby supplemented as follows:
Urstadt Property Company, Inc.
2 Park Place
Bronxville, NY 10708
See Item 5 below
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby supplemented as follows:
See Item 5 below.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby supplemented as follows:
See Item 5 below.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby supplemented as follows:
| (a) |
Mr. Biddle is the President and Chief Executive Officer, as well as a member of the Board of Directors, of the Issuer. Mr. Charles J. Urstadt, previously one of the Reporting Persons, passed away on March 3, 2020. At the time of his
death, Mr. Urstadt was an employee and Chairman & Director, Emeritus, of the Board of Directors of the Issuer. Mr. Urstadt's wife, Elinor F. Urstadt, was appointed as the executor of Mr. Urstadt's estate after a delay resulting from the
closings of courts in New York due to COVID-19. The assets in Mr. Urstadt's estate will go into trusts for the benefit of Mrs. Urstadt although that distribution has not yet occurred. In her capacity as executor of Mr. Urstadt's estate,
Mrs. Urstadt may be deemed to have beneficial ownership of the Common Stock in Mr. Urstadt's estate.
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The estate of Mr. Urstadt is the direct beneficial owner of 890,570 shares of Common Stock of the Issuer. In addition, the estate is the indirect beneficial owner of 888,426 shares
of Common Stock directly held by UPCO, 1,942,431 shares of Common Stock held by URACO and 455,721 shares of Common Stock held by URS II. As a result, the estate of 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 4,177,148 shares of Common Stock.
Mrs. Urstadt is the direct beneficial owner of 41,050 shares of Common Stock and has the power to vote or direct the voting of and to dispose or direct the disposition of an additional 105,000 shares
of Common Stock held by the Urstadt Conservation Foundation (the "Foundation") and 220,000 shares of Common Stock held by the Charles J. Urstadt 2012 Family Trust, representing a total of 366,050 shares of Common Stock, or 3.6% of the 10,179,502
shares of Common Stock outstanding as of January 7, 2021. In her capacity as executor of Mr. Urstadt's estate, Ms. Urstadt may also be deemed to have the power to vote or direct the voting of and to dispose or direct the disposition of the 4,177,148
shares of Common Stock beneficially owned by the estate, bringing her total beneficial ownership to 44.6% of the 10,179,502 shares of Common Stock outstanding as of January 7, 2021.
UPCO is the direct beneficial owner of 888,426 shares of Common Stock, which, when added to the 1,942,431 shares of Common Stock held by URACO and the 455,721 shares of Common Stock held by URS II,
results in UPCO beneficially owning 3,286,578 shares of Common Stock, or 32.3% of the 10,179,502 shares of Common Stock outstanding as of January 7, 2021.
URACO is the direct beneficial owner of 1,942,431 shares of Common Stock, or 19.1% of the 10,179,502 shares of Common Stock outstanding as of January 7, 2021.
URS II is the direct beneficial owner of 455,721 shares of Common Stock, or 4.5% of the 10,179,502 shares of Common Stock outstanding as of January 7, 2021.
Mr. Biddle is the direct beneficial owner of 1,783,744 shares of Common Stock individually, and Mrs. Biddle is the direct beneficial owner of 37,212 shares of Common Stock individually. When these
shares are added to 5,163 shares of Common Stock owned by the P.T. Biddle (Deceased) IRA for the benefit of Willing Biddle, 407,562 shares of Common Stock owned by the Catherine U. Biddle 2012 Dynasty Trust, for which Mr. Biddle is the s
ole trustee,
1,070 shares of Common Stock held by the Charles and Phoebe Biddle Trust UAD 12/20/93 for the benefit of the issue of Mr. Biddle, 21,000 shares of Common Stock held by Trust UW PTB Art 4.1, and 1,067,645 shares
owned by the Willing L. Biddle 2012 Dynasty Trust for which Mrs. Biddle is the sole trustee, Mr. Biddle and Mrs. Biddle beneficially owns 3,323,396 shares of Common Stock, or 32.6% of the 10,179,502 shares of Common Stock outstanding as of January 7,
2021.
| (b) |
UPCO and Mrs. 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 888,426 shares of Common Stock directly owned by UPCO in view of the fact that Mrs. Urstadt and the
estate of Mr. Urstadt own a controlling amount of the outstanding voting securities of UPCO.
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UPCO and Mrs. 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 1,942,431 shares of Common Stock directly owned by URACO in
view of the fact that UPCO is the sole general partner of URACO, and that Mrs. Urstadt and the estate of Mr. Urstadt own a controlling amount of the outstanding voting securities of UPCO.
UPCO and Mrs. 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 455,721 shares of Common Stock directly owned by URS II in
view of the fact that UPCO is the sole general partner of URS II, and that Mrs. Urstadt and the estate of Mr. Urstadt own a controlling amount of the outstanding voting securities of UPCO.
Mrs. Urstadt disclaims beneficial ownership of any shares held by the Foundation, but may be deemed to have sole power to vote or direct the voting of and to dispose of or direct the disposition of
the 105,000 shares of Common Stock directly owned by the Foundation in view of the fact that Mrs. Urstadt is the sole trustee of the Foundation.
Mr. Biddle and Mrs. Biddle may each be deemed to have shared power to vote and direct the voting of and to dispose of or direct the disposition of shares owned by the other, as they
are spouses.
| (c) |
On January 4, 2021, the Issuer entered into an agreement with Mr. Biddle and Mrs. Biddle, whereby they were granted restricted stock awards of 100,000 and 1,350 shares of Common Stock, respectively. In addition, Mr. Biddle was granted a
restricted stock award of 2,500 shares of Class A Common Stock. 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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On January 4, 2021, the Trust Established Under the Urstadt Biddle Properties Inc. Excess Benefit and Deferred Compensation Plan of 2005 (the "Plan") made a required distribution of
204 shares of Common Stock to Willing L. Biddle, a participant in the Issuer's Plan.
Except as set forth in this Schedule 13D, as amended, none of UPCO, Mrs. Urstadt, URACO, URS II, Mr. Biddle or Mrs. Biddle or, to the best knowledge of such parties, any of the persons listed on
Schedule I to the Schedule 13D, owns any shares of Common Stock or has purchased or sold any shares of Common Stock during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby supplemented as follows:
Mr. Biddle, as President and Chief Executive Officer of the Issuer, is a participant in the Issuer’s Amended and Restated Restricted Stock Award Plan (the “Restricted Stock Award Plan”). Mr. Biddle
is the direct beneficial owner of 900,000 restricted shares of Common Stock issued pursuant to the Restricted Stock Award Plan. Mrs. Biddle is the direct beneficial owner of 5,950 restricted shares of Common Stock issued pursuant to the Restricted
Stock Award Plan.
Under the limited partnership agreement for URS II, UPCO has the full power and authority to make all decisions, in its sole discretion, with respect to the shares of Common Stock held by URS II,
including as to when and how such shares are to be voted or sold. Notwithstanding the above, the Common Stock contributed by Mr. Urstadt to URS II remains subject to the terms and conditions in the applicable restricted stock award agreements
pursuant to which Mr. Urstadt was issued the Common Stock under the Restricted Stock Award Plan.
Item 7. Material to Be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby supplemented as follows:
SIGNATURE
After reasonable inquiry and to the best of their respective knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: January 7, 2021
URSTADT PROPERTY COMPANY, INC.
By: /s/ Charles D. Urstadt
Name: Charles D. Urstadt
Title: Chairman of the Board
/s/ Elinor F. Urstadt
Elinor F. Urstadt
URSTADT REALTY ASSOCIATES CO LP
By: URSTADT PROPERTY COMPANY, INC.
Its sole general partner
By: /s/ Charles D. Urstadt
Name: Charles D. Urstadt
Title: Chairman of the Board
URSTADT REALTY SHARES II L.P.
By: URSTADT PROPERTY COMPANY, INC.
Its sole general partner
By: /s/ Charles D. Urstadt
Name: Charles D. Urstadt
Title: Chairman of the Board
/s/ Willing L. Biddle
Willing L. Biddle
/s/ Catherine U. Biddle
Catherine U. Biddle