UDR, Inc. — Director's Dealing 2012

Nov 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UDR, Inc. (UDR)
CIK: 0000074208
Period of Report: 2012-11-13

Reporting Person: GROVE JON A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-13	Common Stock	M	452433.0000	—	Acquired	734271.0000	Direct
2012-11-13	Common Stock	F	113109.0000	$23.3750	Disposed	621162.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-13	Warrants (Right to Buy - KEYSOP)	$	J	15477.0000	Acquired	2013-03-25	Common Stock (15477.0000)	Direct
2012-11-13	Warrants (Right to Buy - KEYSOP)	$	M	452433.0000	Disposed	2013-03-25	Common Stock (452433.0000)	Direct

Footnotes

F1: There is no conversion price for these securities.

F2: Represents shares of Common Stock withheld to satisfy the reporting person's obligation to pay the exercise price upon the exercise of warrants (Right to Buy - KEYSOP). The deemed disposition of the withheld shares is exempt pursuant to Rule 16b-3(e).

F3: KEYSOP Shares acquired through Dividend Reinvestment Plan.

F4: These options were acquired through Dividend Reinvestment and are exercisable upon acquisition.

F5: The securities are exercisable upon acquisition.