SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
(Amendment No.
29)*
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, 2022
(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)
CUSIP No. 917286106
|
1 Names
of Reporting Persons.
Urstadt
Property Company, Inc.
|
2 Check
the Appropriate Box If a Member of a Group (See Instructions)
a. ☐
b. ☐
|
3 SEC
Use Only
|
4 Source
of Funds (See Instructions)
N/A
|
5 Check
Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) ☐
|
6 Citizenship
or Place of Organization
Delaware
|
Number of
Shares
Beneficially Owned by
Each
Reporting
Person With
|
7 Sole
Voting Power
0
|
|
8 Shared
Voting Power
3,286,578
|
|
9 Sole
Dispositive Power
0
|
|
10 Shared
Dispositive Power
3,286,578
|
11 Aggregate
Amount Beneficially Owned by Each Reporting Person
3,286,578
|
12 Check
Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ☐
|
13 Percent
of Class Represented By Amount in Row (11)
32.4%
|
14 Type
of Reporting Person (See Instructions)
CO
|
CUSIP No. 917286106
|
1 Names
of Reporting Persons.
Elinor F. Urstadt
|
2 Check
the Appropriate Box If a Member of a Group (See Instructions)
a. ☐
b. ☐
|
3 SEC
Use Only
|
4 Source
of Funds (See Instructions)
N/A
|
5 Check
Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) ☐
|
6 Citizenship
or Place of Organization
United States of America
|
Number of
Shares
Beneficially Owned by
Each
Reporting
Person With
|
7 Sole
Voting Power
306,050
|
|
8 Shared
Voting Power
3,787,148
|
|
9 Sole
Dispositive Power
306,050
|
|
10 Shared
Dispositive Power
3,787,148
|
11 Aggregate
Amount Beneficially Owned by Each Reporting Person
4,093,198
|
12 Check
Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ☐
|
13 Percent
of Class Represented By Amount in Row (11)
40.3%
|
14 Type
of Reporting Person (See Instructions)
IN
|
CUSIP No. 917286106
|
1 Names
of Reporting Persons.
Urstadt Realty Associates Co
LP
|
2 Check
the Appropriate Box If a Member of a Group (See Instructions)
a. ☐
b. ☐
|
3 SEC
Use Only
|
4 Source
of Funds (See Instructions)
N/A
|
5 Check
Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) ☐
|
6 Citizenship
or Place of Organization
Delaware
|
Number of
Shares
Beneficially Owned by
Each
Reporting
Person With
|
7 Sole
Voting Power
0
|
|
8 Shared
Voting Power
1,942,431
|
|
9 Sole
Dispositive Power
0
|
|
10
Shared Dispositive Power
1,942,431
|
11 Aggregate
Amount Beneficially Owned by Each Reporting Person
1,942,431
|
12 Check
Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ☐
|
13 Percent
of Class Represented By Amount in Row (11)
19.1%
|
14 Type
of Reporting Person (See Instructions)
PN
|
CUSIP No. 917286106
|
1 Names
of Reporting Persons.
Urstadt Realty Shares II
L.P.
|
2 Check
the Appropriate Box If a Member of a Group (See Instructions)
a. ☐
b. ☐
|
3 SEC
Use Only
|
4 Source
of Funds (See Instructions)
N/A
|
5 Check
Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) ☐
|
6 Citizenship
or Place of Organization
Delaware
|
Number of
Shares
Beneficially Owned by
Each
Reporting
Person With
|
7 Sole
Voting Power
0
|
|
8 Shared
Voting Power
455,721
|
|
9 Sole
Dispositive Power
0
|
|
10
Shared Dispositive Power
455,721
|
11 Aggregate
Amount Beneficially Owned by Each Reporting Person
455,721
|
12 Check
Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ☐
|
13 Percent
of Class Represented By Amount in Row (11)
4.5%
|
14 Type
of Reporting Person (See Instructions)
PN
|
CUSIP No. 917286106
|
1 Names
of Reporting Persons. I.R.S. Identification No. of Above
Persons (Entities Only)
Willing L. Biddle
|
2 Check
the Appropriate Box If a Member of a Group (See Instructions)
a. ☐
b. ☐
|
3 SEC
Use Only
|
4 Source
of Funds (See Instructions)
OO – See Item 5(c)
|
5 Check
Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) ☐
|
6 Citizenship
or Place of Organization
United States of America
|
Number of
Shares
Beneficially Owned by
Each
Reporting
Person With
|
7 Sole
Voting Power
0
|
|
8 Shared
Voting Power
4,376,970
|
|
9 Sole
Dispositive Power
0
|
|
10
Shared Dispositive Power
4,376,970
|
11 Aggregate
Amount Beneficially Owned by Each Reporting Person
4,376,970
|
12 Check
Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ☐
|
13 Percent
of Class Represented By Amount in Row (11)
43.1%
|
14 Type
of Reporting Person (See Instructions)
IN
|
CUSIP No. 917286106
|
1 Names
of Reporting Persons.
Catherine U. Biddle
|
2 Check
the Appropriate Box If a Member of a Group (See Instructions)
a. ☐
b. ☐
|
3 SEC
Use Only
|
4 Source
of Funds (See Instructions)
N/A – See Item 5(c)
|
5 Check
Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) ☐
|
6 Citizenship
or Place of Organization
United States of America
|
Number of
Shares
Beneficially Owned by
Each
Reporting
Person With
|
7 Sole
Voting Power
0
|
|
8 Shared
Voting Power
4,376,970
|
|
9 Sole
Dispositive Power
0
|
|
10 Shared
Dispositive Power
4,376,970
|
11 Aggregate
Amount Beneficially Owned by Each Reporting Person
4,376,970
|
12 Check
Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ☐
|
13 Percent
of Class Represented By Amount in Row (11)
43.1%
|
14 Type
of Reporting Person (See Instructions)
IN
|
This
Statement on Schedule 13D constitutes Amendment No. 29 to the
Schedule 13D dated September 10, 1987, as amended by Amendment Nos.
1 through 28 (the “Schedule 13D”) and is being filed to
update the number of shares being reported by Elinor F. Urstadt, in
her personal capacity and as the executor of the estate of Charles
J. Urstadt, Willing L. Biddle and Catherine U. Biddle. This
Amendment No. 29 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, (iii) 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 have begun to
be distributed into trusts for the benefit of Mrs. Urstadt and
others although that distribution is not yet complete.
In her capacity as executor of Mr. Urstadt's estate, Mrs. Urstadt
may be deemed to have beneficial ownership of the 125,000 shares of
Common Stock in Mr. Urstadt's estate.
|
Mrs.
Urstadt is the direct beneficial owner of 76,050 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"), representing a total of 181,050 shares of Common
Stock.
Mrs. Urstadt
also may be deemed to have shared power to vote or direct the
voting of and to dispose of or direct the disposition of (i) the
220,000 shares of Common Stock held by the Charles J. Urstadt 2012
Family Trust, of which she and Mrs. Biddle are co-trustees, (ii)
the 280,570 shares of Common Stock held by the Marital Deduction
Trust UA V under the Will, of which she and Mrs. Biddle are
co-trustees, (iii) the 888,426 shares of Common Stock directly held
by UPCO, (iv) the 1,942,431 shares of Common Stock held by URACO,
of which UPCO is the general partner, and (v) the 455,721 shares of
Common Stock held by URS II, of which UPCO is the general
partner. Mrs. Urstadt and the estate of Mr. Urstadt own a
controlling amount of the outstanding voting securities of
UPCO. Together with the shares of Common Stock over which she
may be deemed to have beneficial ownership as executor of Mr.
Urstadt’s estate and the shares of Common Stock over which she
exercises sole power, Mrs. Urstadt beneficially owns 40.3% of the
10,153,689 shares of Common Stock outstanding as of December 31,
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 32.4%
of the 10,153,689 shares of Common Stock outstanding as of December
31, 2021.
URACO is the
direct beneficial owner of 1,942,431 shares of Common Stock, or
19.1% of the 10,153,689 shares of Common Stock outstanding as of
December 31, 2021.
URS II is the
direct beneficial owner of 455,721 shares of Common Stock, or 4.5%
of the 10,153,689 shares of Common Stock outstanding as of December
31, 2021.
Mr. Biddle is
the direct beneficial owner of 1,419,766 shares of Common Stock
individually, and Mrs. Biddle is the direct beneficial owner of
16,344 shares of Common Stock individually. When these shares are
added to (i) the 5,163 shares of Common Stock owned by the P.T.
Biddle (Deceased) IRA for the benefit of Willing Biddle, (ii) the
852,252 shares of Common Stock owned by the Catherine U. Biddle
2012 Dynasty Trust, for which Mr. Biddle is the sole trustee, (iii)
the 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, (iv) the 21,000 shares of
Common Stock held by Trust UW PTB Art 4.1, (v) the 1,110,805
shares owned by the Willing L. Biddle 2012 Dynasty Trust for which
Mrs. Biddle is the sole trustee, (vi) the 280,570 shares owned by
the Marital Deduction Trust UA V under the Will, for which Mrs.
Biddle is a co-trustee with Mrs. Urstadt, (vii) the 220,000 shares
of Common Stock held by the Charles J. Urstadt 2012 Family Trust,
for which Mrs. Biddle is a co-trustee with Mrs. Urstadt, and (viii)
the 450,000 owned by the Elinor F. Urstadt 2016 Gift Trust, for
which Mrs. Biddle is a trustee, Mr. Biddle and Mrs. Biddle
beneficially owns 4,376,970 shares of Common Stock, or 43.1% of the
10,153,689 shares of Common Stock outstanding as of December 31,
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.
|
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, 2022, the Issuer entered into an agreement with
Mr. Biddle and Mrs. Biddle, whereby they were granted restricted
stock awards of 100,000 and 2,500 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”).
|
On
January 4, 2022, the Trust Established Under the Urstadt Biddle
Properties Inc. Excess Benefit and Deferred Compensation Plan of
2005 (the "Plan") made a required distribution of 504 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 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 7,400 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.
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 14, 2022
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