UDR, Inc. — Director's Dealing 2016

Jan 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UDR, Inc. (UDR)
CIK: 0000074208
Period of Report: 2016-01-04

Reporting Person: Johnston Shawn G (VP-Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-04	Common Stock	A	2705.0000	$36.9700	Acquired	5360.0000	Direct
2016-01-04	Common Stock	F	101.0000	$36.9700	Disposed	5259.0000	Direct
2016-01-04	Common Stock	F	290.0000	$36.9700	Disposed	4969.0000	Direct

Footnotes

F1: Subject to the reporting person's continued employment, the grant vests in equal installments over 4 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).