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: Cozad Matthew A (Vice President-Internal Audit)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-06	Common Stock	A	2400.0000	$25.2600	Acquired	10485.0000	Direct
2014-02-06	Common Stock	F	299.0000	$25.2600	Disposed	10186.0000	Direct

Footnotes

F1: Subject to the reporting person's continued employment, the grant vests in equal installments over 3 years from the grant date.

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).