UDR, Inc. — Director's Dealing 2014

Feb 10, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UDR, Inc. (UDR)
CIK: 0000074208
Period of Report: 2014-02-06

Reporting Person: HERZOG THOMAS M (SVP-Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-06	Common Stock	A	68091.0000	$0.0000	Acquired	76701.0000	Direct
2014-02-06	Common Stock	F	7385.0000	$25.2600	Disposed	69316.0000	Direct

Footnotes

F1: Subject to the reporting person's continued employment, one third of the award is vested upon the date of grant, one third vests on December 31, 2014 and one third vests on December 31, 2015.

F2: Represents shares of restricted stock withheld to satisfy the reporting person's tax withholding obligation upon vesting of restricted stock. The deemed disposition of the withheld shares is exempt pursuant to Rule 16b-3(e).