UDR, Inc. — Director's Dealing 2012

Feb 8, 2012

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: UDR, Inc. (UDR)
CIK: 0000074208
Period of Report: 2011-12-31

Reporting Person: GROVE JON A (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-31	Warrants (Right to Buy - KEYSOP)	$	J	13485.0000	Acquired	2013-03-25	Common Stock (13485.0000)	Direct

Footnotes

F1: There is no conversion price for these securities.

F2: KEYSOP Shares acquired through Dividend Reinvestment Plan

F3: These options were acquired through Dividend Reinvestment and are exercisable upon acquisition.