UDR, Inc. — Regulatory Filings 2015

Feb 25, 2015

424B5 1 atmprospectussupplement022.htm 424B5 html PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd" Document created using Wdesk 1 Copyright 2015 Workiva ATM Prospectus Supplement 02.25.2015

PROSPECTUS SUPPLEMENT	Filed pursuant to Rule 424(b)(5)
(To Prospectus Dated July 29, 2014 and	Registration No. 333-197710
Prospectus Supplement Dated July 29, 2014)

UDR, Inc.

Common Stock

Pursuant to the ATM Equity Offering SM* Sales Agreement, dated April 4, 2012, as amended July 29, 2014, between us and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, or the Agents, we sold 3,432,936 shares of our common stock, par value $0.01 per share, through the Agents, acting as sales agents or principals, between October 1, 2014 and February 23, 2015 at a weighted average price per share of $32.28, for aggregate gross proceeds of approximately $110.8 million. Our aggregate net proceeds from such sales were approximately $108.6 million, after deducting related expenses, including commissions to the Agents of approximately $2.2 million.

Our common stock is listed and trades on the New York Stock Exchange, or the NYSE, under the symbol “UDR.” The last reported sale price of our common stock on the NYSE on February 24, 2015 was $31.62 per share.

This prospectus supplement should be read in conjunction with, and may not be delivered or utilized without, the prospectus dated July 29, 2014 and the prospectus supplement dated July 29, 2014.

Investing in our common stock involves risks. See “Risk Factors” beginning on page S-3 of the accompanying prospectus supplement dated July 29, 2014 and on page 3 of the accompanying prospectus dated July 29, 2014, and the risks set forth under the caption “Item 1A. Risk Factors” included in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus or prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

BofA Merrill Lynch Citigroup Credit Suisse J.P. Morgan Morgan Stanley

The date of this prospectus supplement is February 25, 2015.

• ATM Equity Offering is a service mark of Merrill Lynch & Co., Inc.