Sec Form 4 Filing - Troupe Warren L @ UDR, Inc. - 2019-12-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Troupe Warren L 2. Issuer Name and Ticker or Trading Symbol UDR, Inc. [ UDR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior Executive Vice Presiden (Last) (First) (Middle) 1745 SHEA CENTER DRIVE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2019 (Street) HIGHLANDS RANCH, CO80129 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class 2 LTIP Units ( 1 ) ( 2 ) ( 3 ) ( 4 ) 12/31/2019 D 53,541 ( 5 ) ( 2 )( 3 )( 4 )( 5 )( 6 ) ( 4 ) Common Stock 53,541 $ 0 226,916 D

Reporting Owner Name / Address Reporting Owners Relationships Director 10% Owner Officer Other Troupe Warren L 1745 SHEA CENTER DRIVE SUITE 200 HIGHLANDS RANCH, CO80129 Senior Executive Vice Presiden Signatures Warren L. Troupe 01/03/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents Class 2 LTIP Units in United Dominion Realty, L.P., a Delaware limited partnership (the "UDR Partnership") that were awarded under the Class 2 LTIP Unit Award Agreement dated January 2, 2018 and the Class 2 LTIP Unit Award Agreement dated January 2, 2019. UDR, Inc. (the "Company") is the parent company and sole general partner of the UDR Partnership. ( 2 )Subject to the conditions set forth in the Tenth Amendment to 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 5 and 6, 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. ( 3 )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 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 4 below. ( 4 )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. ( 5 )Amount represents the portion of the award (including dividends) forfeited when performance results were measured on the close of business on December 31, 2019 in accordance with a letter agreement, dated December 31, 2019, between the Company and the reporting person (the "Letter Agreement"), relating to the reporting person's retirement that will be effective on March 31, 2020 (the "Resignation Date"). Under the terms of the Letter Agreement, the Class 2 LTIP Units awarded under the Class 2 LTIP Unit Award Agreement dated January 2, 2018 and the Class 2 LTIP Unit Award Agreement dated January 2, 2019 shall fully vest on the Resignation Date if the reporting person executes and delivers the Letter Agreement, executes related release agreement (the "Release Agreement") on or after the Resignation Date and delivers it to the Company, does not revoke the Letter Agreement or the Release Agreement, and remains in good standing in the Company's employment until the Resignation Date. ( 6 )The vesting of these Class 2 LTIP Units was determined on the close of business on December 31, 2019 based on the measurement of performance as follows: 35 percent was based on a goal measured by the Company's relative total shareholder return ("TSR") as compared to an apartment peer group over a three-year cumulative performance period; 30 percent was based on the achievement of a pre-determined FFO as Adjusted goal over a one-year period; 20 percent was determined based on a goal measured by the Company's relative TSR as compared to a REIT peer group over a three-year cumulative performance period; and 15 percent was based on a goal measured by the Company's relative FFO as Adjusted growth rate as compared to an apartment peer group over a three-year cumulative performance period.

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