UDR, Inc. — Director's Dealing 2020

Nov 5, 2020

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: UDR, Inc. (UDR)
CIK: 0000074208
Period of Report: 2020-11-02

Reporting Person: Lacy Michael D (SVP-Property Operations)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8289	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class 2 LTIP Units	$0		Common Stock (18559)		Direct

Footnotes

F1: 3,473 shares of Common Stock reported are subject to vesting conditions and the reporting person's continued employment. 695 shares will vest in February 2021, 1,313 shares will vest in equal installments over 2 years in January 2021 and January 2022 and 1,465 shares will vest in equal installments over 3 years in January 2021, January 2022 and January 2023.

F2: Represents Class 2 LTIP Units in United Dominion Realty, L.P., a Delaware limited partnership (the "UDR Partnership"). UDR, Inc. (the "Company") is the parent company and sole general partner of the UDR Partnership.

F3: Subject to the conditions set forth in the Amended and Restated Agreement of Limited Partnership of the UDR Partnership and subject to the vesting conditions specified with respect to each Class 2 LTIP Unit (as described in footnotes 6, 7 and 8, below), each Class 2 LTIP Unit may be converted, at the election of the holder, into a unit of limited partnership of the UDR Partnership (a "Partnership Common Unit"), provided that such Class 2 LTIP Unit has been outstanding for at least two years from the date of grant.

F4: A holder of Partnership Common Units has the right to require the UDR Partnership to redeem all or a portion of the Partnership Common Units held by the holder in exchange for a cash payment based on the market value of the Company's Common Stock at the time of redemption, as defined in the Amended and Restated Agreement of Limited Partnership of the UDR Partnership (the "Cash Amount"). However, the UDR Partnership's obligation to pay the Cash Amount is subject to the prior right of the Company to acquire such Partnership Common Units in exchange for either the Cash Amount or shares of the Company's Common Stock, as described in footnote 5 below.

F5: The Company, as the general partner of the UDR Partnership, may, in its sole discretion, purchase the Partnership Common Units by paying the limited partner either the Cash Amount or the REIT Share Amount (generally one share of the Company's Common Stock for each Partnership Common Unit), as such terms are defined in the Amended and Restated Agreement of Limited Partnership of the UDR Partnership. The right to convert the Class 2 LTIP Units into Partnership Common Units and the right to receive the Cash Amount or the REIT Share Amount (in the Company's sole discretion) in exchange for Partnership Common Units do not have expiration dates.

F6: The Class 2 LTIP Units will vest only to the extent that pre-established performance metrics are met for the applicable performance period, subject to continuing employment. Except as otherwise set forth in the UDR, Inc. 1999 Long-Term Incentive Plan, as amended from time to time, except Section 14.9 thereof, the Amended and Restated Agreement of Limited Partnership of the UDR Partnership, or as determined by the Compensation Committee of the Company's Board of Directors (the "Committee"), in its sole discretion, vesting of the Class 2 LTIP Units shall cease upon the date of termination for any reason, and no unvested Class 2 LTIP Units shall thereafter become vested.

F7: The vesting of these Class 2 LTIP Units is determined based on: (1) the achievement of a pre-determined FFO as Adjusted goal over a one-year period (the "FFO as Adjusted Metric"); (2) a goal measured by the Company's cumulative 3-year FFO as Adjusted growth rate as compared to the weighted average cumulative 3-year FFO as Adjusted Equivalent for an apartment peer group (the "FFO as Adjusted Relative Growth Metric"); (3) a goal measured by the Company's relative total shareholder return ("TSR") as compared to an apartment peer group over a three-year performance period (the "Relative Peer TSR Metric"); and (4) a goal measured by the Company's relative TSR as compared to the NAREIT Equity REITs Total Return Index over a three-year performance period (the "Relative REIT TSR Metric").

F8: The portions of the Class 2 LTIP Units based upon the FFO as Adjusted Relative Growth Metric, the Relative Peer TSR Metric and the Relative REIT TSR Metric vest on the determination date with respect to those metrics. The portion of the Class 2 LTIP Units based upon the FFO as Adjusted Metric vests 50 percent upon the determination date with respect to that metric, and 50 percent on the one year anniversary of that determination date.