UDR, Inc. — Director's Dealing 2009

Apr 15, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UDR, Inc. (UDR)
CIK: 0000074208
Period of Report: 2009-04-13

Reporting Person: WALLIS W MARK (Sr Exec Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-04-13	Common Stock	S	20000	$9.441	Disposed	400841	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2001-04-02	Stock Options (Right to buy)	$11.3	A	0	Acquired	2011-04-02	Common Stock (217943)	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F2: The original stock option grant was on April 2, 2001; the adjustment being reported on this Form 4 to reflect the special dividend was made on January 29, 2009.

F3: The reporting person previously reported an option granted on April 2, 2001, for 300,000 shares of common stock with an exercise price of $12.23 per share. The reporting person also previously reported partial exercises of such options, resulting in a balance of unexercised options for 201,296 shares of common stock. The options reported by the reporting person on this Form 4 reflect such remaining unexercised options originally granted on April 2, 2001, as adjusted to reflect the special dividend declared on November 10, 2008, and paid on January 29, 2009, to all stockholders of record on December 9, 2008.