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: SPANGLER THOMAS A (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-04-24	Common Stock	F	1250	—	Disposed	33759	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	863	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
LLC Units	$		Common Stock (17774.511)	11779	Direct
Stock Options (Right to buy)	$8.89	2009-12-21	Common Stock (2706)	2706	Direct
Stock Options (Right to buy)	$9.12	2010-12-05	Common Stock (5413)	5413	Direct
Stock Options (Right to buy)	$25.1	2015-03-31	Common Stock (7513)	7513	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.