UDR, Inc. — Director's Dealing 2015

Feb 9, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UDR, Inc. (UDR)
CIK: 0000074208
Period of Report: 2015-02-05

Reporting Person: TOOMEY THOMAS W (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-05	Common Stock	A	162920.0000	$0.0000	Acquired	1250550.0000	Direct
2015-02-05	Common Stock	F	21326.0000	$33.4800	Disposed	1229224.0000	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, 2015 and one third vests on December 31, 2016.

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).