UDR, Inc. — Director's Dealing 2009

Mar 12, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UDR, Inc. (UDR)
CIK: 0000074208
Period of Report: 2009-02-12

Reporting Person: Troupe Warren L (Sr Exec VP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-02-12	Common Stock	A	58151	$10.06	Acquired	264709	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-02-12	Stock Options (Right to buy)	$10.06	A	168067	Acquired	2019-02-12	Common Stock (168067)	Direct
2009-02-12	Stock Options (Right to buy)	$10.06	A	546218	Acquired	2019-02-12	Common Stock (546218)	Direct

Footnotes

F1: Subject to the reporting person's continued employment, the grant vests in equal annual installments on the first three anniversaries of the grant date; provided that vesting is contingent on the issuer achieving a performance goal for fiscal year 2009.

F2: Part of the reporting person's 2008 bonus.

F3: Subject to the reporting person's continued employment, the grant vests in equal annual installments on the first three anniversaries of the grant date. Notwithstanding the foregoing, the grant shall not become exercisable until the issuer's stockholders approve an increase in the pool of shares available for grant at the issuer's 2009 annual meeting of stockholders.