UDR, Inc. — Director's Dealing 2012

Apr 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UDR, Inc. (UDR)
CIK: 0000074208
Period of Report: 2012-04-12

Reporting Person: GROVE JON A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-12	Common Stock	M	12000.0000	—	Acquired	293838.0000	Direct
2012-04-12	Common Stock	F	3000.0000	$25.8500	Disposed	290838.0000	Direct
2012-04-13	Common Stock	S	5000.0000	$25.9600	Disposed	285838.0000	Direct
2012-04-13	Common Stock	G	4000.0000	$0.0000	Disposed	281838.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-12	Warrants (Right to Buy - KEYSOP)	$	M	12000.0000	Disposed	2013-03-25	Common Stock (12000.0000)	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: The securities are exercisable upon acquisition.