UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

~~December~~January 164, ~~2016~~2017

URBAN EDGE PROPERTIES

URBAN EDGE PROPERTIES LP

(Exact name of Registrant as specified in its charter)



Maryland (Urban Edge Properties)	001-36523	47-6311266
Delaware (Urban Edge Properties LP)	333-212951-01	36-4791544
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)



	888 Seventh Avenue
	New York, NY 10019
	(Address of Principal Executive offices) (Zip Code)

Registrant’s telephone number including area code: (212) 956-2556

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):



o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.02 Unregistered Sales of Equity Securities

The information in Item 8.01 below is incorporated into this Item 3.02 by reference.

Item 7.01 Regulation FD Disclosure

On January 4, 2017, Urban Edge Properties (the “Company”) issued a press release announcing the acquisition described below in Item 8.01. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information contained in this Item 7.01 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise. The information in this Item 7.01, including referenced materials posted to the Company’s website, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Securities Exchange Act of 1934, as amended, except as otherwise expressly stated in any such filing.

Item 8.01 Other Events

On ~~December~~January 164, ~~2016~~2017, ~~Urban Edge Properties (~~the “Company”), ~~and~~through its operating partnership, Urban Edge Properties LP (the “Operating Partnership”), ~~entered~~completed ~~into~~the apreviously ~~contribution~~disclosed ~~agreement~~acquisition ~~under~~of ~~which~~fee anand ~~unrelated~~leasehold ~~third~~interests ~~party~~in ~~has~~land ~~agreed~~underlying tothe ~~contribute its interest in a~~ shopping center inknown ~~New~~as ~~York~~the toYonkers ~~the~~Gateway ~~Operating~~Center ~~Partnership~~located in ~~exchange~~Yonkers, ~~for~~New ~~approximately~~York ~~$51.7~~from ~~million~~an ~~(the~~unrelated ~~“Contributed~~third ~~Value”)~~party infor ~~newly-issued~~an ~~common~~agreed ~~limited~~contribution ~~partnership~~value ~~interests~~of in$51.7 ~~the Operating Partnership (“OP units”)~~million. ~~Prior~~In toexchange ~~closing,~~for the ~~third~~contribution ~~party~~of ~~contributor~~such ~~may~~fee ~~elect~~and toleasehold ~~receive~~interests, aon ~~portion~~January ~~(not to exceed $~~4.0, ~~million)~~2017, of the ~~Contributed~~Operating ~~Value~~Partnership inissued ~~cash~~1,801,337 ~~which~~common ~~will~~limited ~~reduce~~partnership ~~the~~interests ~~aggregate~~in ~~value of~~ the OPOperating ~~units~~Partnership ~~to be issued by a corresponding amount. The number of~~ (“OP units”) ~~expected~~valued ~~to be issued~~ at ~~the~~$48.8 ~~closing~~million ~~will~~and bepaid ~~determined~~$2.9 bymillion ~~a pricing formula set forth~~ in ~~the~~cash ~~contribution agreement. The transaction is expected~~ to ~~close~~such inthird ~~January 2017, following the satisfaction of customary closing conditions~~party.

Beginning one year after issuance, the OP units ~~issued by the Operating Partnership~~ are redeemable at the option of the holders thereof for cash or, at the Company’s option, for common shares of beneficial interest of the Company on a one-for-one basis, subject to certain adjustments, in accordance with the terms of the Operating Partnership’s limited partnership agreement.

The issuance of the OP units described above, ~~and~~is ~~any issuance of the Company’s common shares in connection with a future redemption of the OP units, will be~~ exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

99.1 - Press Release dated January 4, 2017.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.

		URBAN EDGE PROPERTIES
		(Registrant)
Date: December 22, 2016	By:	/s/ Mark Langer
Date: January 4, 2017	By:	/s/ Mark Langer
		Mark Langer, Executive Vice President and Chief Financial Officer
		URBAN EDGE PROPERTIES LP
		(Registrant)
	By:	Urban Edge Properties, General Partner
Date: December 22, 2016	By:	/s/ Mark Langer
Date: January 4, 2017	By:	/s/ Mark Langer
		Mark Langer, Executive Vice President and Chief Financial Officer

INDEX TO EXHIBITS



Exhibit Number		Document

99.1		Press Release dated January 4, 2017

Filing Compare · Urban Edge Properties LP