UDR, Inc. — Director's Dealing 2009

Apr 28, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UDR, Inc. (UDR)
CIK: 0000074208
Period of Report: 2009-04-24

Reporting Person: TOOMEY THOMAS W (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-04-24	Common Stock	F	29850	$9.96	Disposed	676452	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-06-01	LLC Units	$	A	33718	Acquired		Common Stock (665860)	Direct
2001-02-12	Stock Options (Right to buy)	$10.3	A	26464	Acquired	2011-02-12	Common Stock (346464)	Direct
2008-02-07	Stock Options (Right to buy)	$24.38	A	14341	Acquired	2015-02-07	Common Stock (187751)	Direct

Footnotes

F1: There is no conversion price for these securities.

F2: There is no expiration date for these securities.

F3: The securities reported by the reporting person on this Form 4 reflect limited partnership units of United Dominion Realty, L.P., which the reporting person received in connection with the dissolution of UDR Out-Performance I, LLC in December 2007 (the reporting person's limited liability company interests in UDR Out-Performance I, LLC were previously reported by the reporting person), as adjusted as a result of the special dividend declared on November 10, 2008, and paid January 29, 2009, to all stockholders of record on December 9, 2008.

F4: The stock options reported by the reporting person on this Form 4 reflect stock options previously reported by the reporting person with adjustments to the exercise price and number of shares as a result of the special dividend declared on November 10, 2008, and paid January 29, 2009, to all stockholders of record on December 9, 2008.