Troupe Warren L

SEC source: 0001225208-20-002680 · doc4.xml · nonDerivative · entry 1

Troupe Warren L · CIK 0001428536 · Senior Exec VP

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 400,761

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.03 to $50.43, inclusive. The reporting person undertakes to provide to UDR, Inc., any security holder of UDR, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0000074208-20-000016 · primary_doc.xml · derivative · entry 1

Troupe Warren L · CIK 0001428536 · Senior Executive Vice Presiden

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 205,338

Underlying: Common Stock · 21,578 shares

Expires not disclosed

F1 · security: 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.

F2 · derivative.exercise_price: 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, 6, 7, 8, 9 and 10, 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.

F3 · derivative.exercise_price: 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 4 below.

F4 · derivative.exercise_price: 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.

F5 · shares: 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.

F6 · shares: The vesting of a portion 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 "1-Year FFO as Adjusted Metric"); (2) the achievement of a pre-determined FFO as Adjusted goal over a three-year period (the "3-Year FFO as Adjusted 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 TSR Metric"); and (4) a goal measured by the Company's absolute TSR over a three-year performance period (the "Absolute TSR Metric").

F7 · shares: The portions of the Class 2 LTIP Units based upon the Relative TSR Metric, the Absolute TSR Metric and the 3-Year FFO as Adjusted Metric vest on the determination date with respect to those metrics. The portion of the Class 2 LTIP Units based upon the 1-Year 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.

F8 · shares: The vesting of a portion of these Class 2 LTIP Units is determined as follows: 30 percent is based on the Committee's subjective determination, in its sole discretion, of the executive officer's performance with respect to individual performance objectives; and 70 percent is based on the pre-determined short term incentive plan financial metrics described in footnote 9 below. These Class 2 LTIP Units will vest on the determination date.

F9 · shares: The portion of these Class 2 LTIP Units that vest based on the achievement of pre-determined short term incentive plan financial metrics is determined as follows: 30 percent based on an FFO as Adjusted goal over a one-year period; 30 percent based on a transaction volume goal; 10 percent based on a controllable Operating NOI goal; 10 percent based on an operating platform execution goal; 10 percent based on a relative valuation goal; and 10 percent based on an associate engagement goal.

F10 · shares: Amount represents the portion of the award (including dividends) forfeited when performance results were determined by the Committee for the applicable portion of the award on February 6, 2020.

F2 · derivative.exercise_date: 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, 6, 7, 8, 9 and 10, 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.

F3 · derivative.exercise_date: 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 4 below.

F4 · derivative.exercise_date: 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.

F5 · derivative.exercise_date: 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.

F6 · derivative.exercise_date: The vesting of a portion 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 "1-Year FFO as Adjusted Metric"); (2) the achievement of a pre-determined FFO as Adjusted goal over a three-year period (the "3-Year FFO as Adjusted 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 TSR Metric"); and (4) a goal measured by the Company's absolute TSR over a three-year performance period (the "Absolute TSR Metric").

F7 · derivative.exercise_date: The portions of the Class 2 LTIP Units based upon the Relative TSR Metric, the Absolute TSR Metric and the 3-Year FFO as Adjusted Metric vest on the determination date with respect to those metrics. The portion of the Class 2 LTIP Units based upon the 1-Year 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.

F8 · derivative.exercise_date: The vesting of a portion of these Class 2 LTIP Units is determined as follows: 30 percent is based on the Committee's subjective determination, in its sole discretion, of the executive officer's performance with respect to individual performance objectives; and 70 percent is based on the pre-determined short term incentive plan financial metrics described in footnote 9 below. These Class 2 LTIP Units will vest on the determination date.

F9 · derivative.exercise_date: The portion of these Class 2 LTIP Units that vest based on the achievement of pre-determined short term incentive plan financial metrics is determined as follows: 30 percent based on an FFO as Adjusted goal over a one-year period; 30 percent based on a transaction volume goal; 10 percent based on a controllable Operating NOI goal; 10 percent based on an operating platform execution goal; 10 percent based on a relative valuation goal; and 10 percent based on an associate engagement goal.

F10 · derivative.exercise_date: Amount represents the portion of the award (including dividends) forfeited when performance results were determined by the Committee for the applicable portion of the award on February 6, 2020.

F4 · derivative.expiration_date: 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.

SEC source: 0000074208-20-000005 · primary_doc.xml · derivative · entry 1

Troupe Warren L · CIK 0001428536 · Senior Executive Vice Presiden

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 226,916

Underlying: Common Stock · 53,541 shares

Expires not disclosed

F1 · security: 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.

F2 · derivative.exercise_price: 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.

F3 · derivative.exercise_price: 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.

F4 · derivative.exercise_price: 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.

F5 · shares: 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.

F2 · derivative.exercise_date: 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.

F3 · derivative.exercise_date: 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.

F4 · derivative.exercise_date: 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.

F5 · derivative.exercise_date: 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.

F6 · derivative.exercise_date: 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.

F4 · derivative.expiration_date: 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.

SEC source: 0001225208-20-002236 · doc5.xml · nonDerivative · entry 2

Troupe Warren L · CIK 0001428536 · Senior Exec VP

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 440,761

SEC source: 0001225208-19-013314 · doc4.xml · nonDerivative · entry 1

Troupe Warren L · CIK 0001428536 · Senior Exec VP

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 470,761

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.50 to $48.66, inclusive. The reporting person undertakes to provide to UDR, Inc., any security holder of UDR, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0001225208-20-002236 · doc5.xml · nonDerivative · entry 1

Troupe Warren L · CIK 0001428536 · Senior Exec VP

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 475,761

SEC source: 0001225208-19-009402 · doc4.xml · nonDerivative · entry 1

Troupe Warren L · CIK 0001428536 · Senior Exec VP

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 490,761

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.54 to $46.68, inclusive. The reporting person undertakes to provide to UDR, Inc., any security holder of UDR, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0001225208-19-002814 · doc4.xml · nonDerivative · entry 1

Troupe Warren L · CIK 0001428536 · Senior Exec VP

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 495,761

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.55 to $44.78, inclusive. The reporting person undertakes to provide to UDR, Inc., any security holder of UDR, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0000074208-19-000020 · primary_doc.xml · derivative · entry 4

Troupe Warren L · CIK 0001428536 · Senior Executive Vice Presiden

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 64,141

Underlying: Common Stock · 28,356 shares

Expires not disclosed

F10 · security: Represents Class 1 LTIP Units in the UDR Partnership. The Company is the parent company and sole general partner of the UDR Partnership.

F11 · derivative.exercise_price: Subject to the conditions set forth in the Tenth Amendment to the Amended and Restated Agreement of Limited Partnership of the UDR Partnership, each Class 1 LTIP Unit may be converted, at the election of the holder, into a Partnership Common Unit, provided that such Class 1 LTIP Unit has been outstanding for at least two years from the date of grant.

F12 · derivative.exercise_price: 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 13 below.

F13 · derivative.exercise_price: 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 1 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.

F13 · shares: 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 1 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.

F11 · derivative.exercise_date: Subject to the conditions set forth in the Tenth Amendment to the Amended and Restated Agreement of Limited Partnership of the UDR Partnership, each Class 1 LTIP Unit may be converted, at the election of the holder, into a Partnership Common Unit, provided that such Class 1 LTIP Unit has been outstanding for at least two years from the date of grant.

F12 · derivative.exercise_date: 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 13 below.

F13 · derivative.exercise_date: 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 1 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.

F13 · derivative.expiration_date: 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 1 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.

SEC source: 0000074208-19-000020 · primary_doc.xml · derivative · entry 3

Troupe Warren L · CIK 0001428536 · Senior Executive Vice Presiden

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 280,457

Underlying: Common Stock · 15,908 shares

Expires not disclosed

F2 · security: 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 · derivative.exercise_price: 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 6, 7, 8 and 9, 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 · derivative.exercise_price: 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 · derivative.exercise_price: 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 · shares: 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 · shares: 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 "1-Year FFO as Adjusted Metric"); and (2) a goal measured by the Company's relative TSR as compared to an apartment peer group over a three-year cumulative performance period (the "3-Year Relative Apartment Peer TSR Metric").

F8 · shares: The portion of these Class 2 LTIP Units that vests based on the 3-Year Relative Apartment Peer TSR Metric vests upon certification of the results by the Committee in a period not to exceed 60 days from the conclusion of the performance period. The portion of these Class 2 LTIP Units that vests based on the 1-Year FFO as Adjusted Metric vest 50 percent upon certification of results by the Committee in a period not to exceed 60 days of the conclusion of the performance period, and 50 percent one year thereafter.

F9 · shares: Amount represents the portion of the award (including dividends) forfeited when performance results were determined by the Committee for the applicable portion of the award on February 7, 2019.

F3 · derivative.exercise_date: 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 6, 7, 8 and 9, 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 · derivative.exercise_date: 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 · derivative.exercise_date: 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 · derivative.exercise_date: 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 · derivative.exercise_date: 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 "1-Year FFO as Adjusted Metric"); and (2) a goal measured by the Company's relative TSR as compared to an apartment peer group over a three-year cumulative performance period (the "3-Year Relative Apartment Peer TSR Metric").

F8 · derivative.exercise_date: The portion of these Class 2 LTIP Units that vests based on the 3-Year Relative Apartment Peer TSR Metric vests upon certification of the results by the Committee in a period not to exceed 60 days from the conclusion of the performance period. The portion of these Class 2 LTIP Units that vests based on the 1-Year FFO as Adjusted Metric vest 50 percent upon certification of results by the Committee in a period not to exceed 60 days of the conclusion of the performance period, and 50 percent one year thereafter.

F9 · derivative.exercise_date: Amount represents the portion of the award (including dividends) forfeited when performance results were determined by the Committee for the applicable portion of the award on February 7, 2019.

F5 · derivative.expiration_date: 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.

SEC source: 0000074208-19-000020 · primary_doc.xml · nonDerivative · entry 2

Troupe Warren L · CIK 0001428536 · Senior Executive Vice Presiden

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 545,761

F1 · kind: 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(a).

SEC source: 0000074208-19-000020 · primary_doc.xml · nonDerivative · entry 1

Troupe Warren L · CIK 0001428536 · Senior Executive Vice Presiden

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 550,073

SEC source: 0000074208-19-000011 · primary_doc.xml · derivative · entry 2

Troupe Warren L · CIK 0001428536 · Senior Executive Vice Presiden

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 296,365

Underlying: Common Stock · 56,201 shares

Expires not disclosed

F1 · security: 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.

F2 · derivative.exercise_price: 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, 6, 7, 9 and 10, 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.

F3 · derivative.exercise_price: 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.

F4 · derivative.exercise_price: 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.

F5 · shares: 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 shall cease upon the date of termination for any reason, and no unvested Class 2 LTIP units shall thereafter become vested.

F8 · shares: Amount represents the maximum award (including dividends) that could be earned under the plan, which is subject to forfeiture when the performance results are determined.

F9 · shares: The vesting of these Class 2 LTIP Units shall be determined as follows: 30 percent shall be based upon the Committee's subjective determination, in its sole discretion, of the executive officer's performance with respect to individual performance objectives; and 70 percent shall be based on the pre-determined financial metrics described in footnote 10 below. These Class 2 LTIP Units will vest upon a determination by the Committee occurring in a period not to exceed 60 days from the completion of the applicable performance period.

F10 · shares: The portion of these Class 2 LTIP Units that vest based upon the achievement of pre-determined financial metrics shall be determined as follows: 30 percent based on an FFO as Adjusted goal over a one-year period; 30 percent based on a transaction volume goal; 10 percent based on a controllable Operating NOI goal; 10 percent based on an operating platform execution goal; 10 percent based on a relative valuation goal; and 10 percent based on an associate engagement goal.

F2 · derivative.exercise_date: 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, 6, 7, 9 and 10, 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.

F3 · derivative.exercise_date: 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.

F4 · derivative.exercise_date: 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.

F5 · derivative.exercise_date: 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 shall cease upon the date of termination for any reason, and no unvested Class 2 LTIP units shall thereafter become vested.

F9 · derivative.exercise_date: The vesting of these Class 2 LTIP Units shall be determined as follows: 30 percent shall be based upon the Committee's subjective determination, in its sole discretion, of the executive officer's performance with respect to individual performance objectives; and 70 percent shall be based on the pre-determined financial metrics described in footnote 10 below. These Class 2 LTIP Units will vest upon a determination by the Committee occurring in a period not to exceed 60 days from the completion of the applicable performance period.

F10 · derivative.exercise_date: The portion of these Class 2 LTIP Units that vest based upon the achievement of pre-determined financial metrics shall be determined as follows: 30 percent based on an FFO as Adjusted goal over a one-year period; 30 percent based on a transaction volume goal; 10 percent based on a controllable Operating NOI goal; 10 percent based on an operating platform execution goal; 10 percent based on a relative valuation goal; and 10 percent based on an associate engagement goal.

F4 · derivative.expiration_date: 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.

SEC source: 0000074208-19-000011 · primary_doc.xml · derivative · entry 1

Troupe Warren L · CIK 0001428536 · Senior Executive Vice Presiden

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 240,164

Underlying: Common Stock · 67,199 shares

Expires not disclosed

F1 · security: 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.

F2 · derivative.exercise_price: 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, 6, 7, 9 and 10, 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.

F3 · derivative.exercise_price: 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.

F4 · derivative.exercise_price: 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.

F5 · shares: 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 shall cease upon the date of termination for any reason, and no unvested Class 2 LTIP units shall thereafter become vested.

F6 · shares: The vesting of these Class 2 LTIP Units shall be determined as follows: 35 percent shall be 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 (the "3-Year Relative Apartment Peer TSR Metric"); 30 percent shall be based on the achievement of a pre-determined FFO as Adjusted goal over a one-year period (the "1-Year FFO as Adjusted Metric"); 20 percent shall be 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 (the "3-Year Relative REIT TSR Metric"); and 15 percent shall be 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 (the "3-Year Relative FFO as Adjusted Metric").

F7 · shares: The portions of these Class 2 LTIP Units based upon the 3-Year Relative Apartment Peer TSR Metric, the 3-Year Relative REIT TSR Metric and the 3-Year Relative FFO as Adjusted Metric will vest upon certification of the results by the Committee in a period not to exceed 60 days from the conclusion of the performance period. The portion of the Class 2 LTIP Units based upon the 1-Year FFO as Adjusted Metric will vest 50 percent upon certification of results by the Committee in a period not to exceed 60 days from the conclusion of the performance period, and 50 percent one year thereafter.

F8 · shares: Amount represents the maximum award (including dividends) that could be earned under the plan, which is subject to forfeiture when the performance results are determined.

F2 · derivative.exercise_date: 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, 6, 7, 9 and 10, 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.

F3 · derivative.exercise_date: 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.

F4 · derivative.exercise_date: 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.

F5 · derivative.exercise_date: 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 shall cease upon the date of termination for any reason, and no unvested Class 2 LTIP units shall thereafter become vested.

F6 · derivative.exercise_date: The vesting of these Class 2 LTIP Units shall be determined as follows: 35 percent shall be 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 (the "3-Year Relative Apartment Peer TSR Metric"); 30 percent shall be based on the achievement of a pre-determined FFO as Adjusted goal over a one-year period (the "1-Year FFO as Adjusted Metric"); 20 percent shall be 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 (the "3-Year Relative REIT TSR Metric"); and 15 percent shall be 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 (the "3-Year Relative FFO as Adjusted Metric").

F7 · derivative.exercise_date: The portions of these Class 2 LTIP Units based upon the 3-Year Relative Apartment Peer TSR Metric, the 3-Year Relative REIT TSR Metric and the 3-Year Relative FFO as Adjusted Metric will vest upon certification of the results by the Committee in a period not to exceed 60 days from the conclusion of the performance period. The portion of the Class 2 LTIP Units based upon the 1-Year FFO as Adjusted Metric will vest 50 percent upon certification of results by the Committee in a period not to exceed 60 days from the conclusion of the performance period, and 50 percent one year thereafter.

F4 · derivative.expiration_date: 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.

SEC source: 0001225208-19-002453 · doc5.xml · nonDerivative · entry 1

Troupe Warren L · CIK 0001428536 · Senior Exec VP

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 536,958

F1 · balance_after: Includes 324 shares of Common Stock beneficially owned by the Reporting Person that were inadvertently omitted from the Amount of Securities Beneficially Owned by the Reporting Person.

SEC source: 0001225208-18-015468 · doc4.xml · nonDerivative · entry 1

Troupe Warren L · CIK 0001428536 · Senior Exec VP

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 539,634

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.16 to $41.355, inclusive. The reporting person undertakes to provide to UDR, Inc., any security holder of UDR, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0001225208-18-012882 · doc4.xml · nonDerivative · entry 1

Troupe Warren L · CIK 0001428536 · Senior Exec VP

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 549,634

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.04 to $39.19, inclusive. The reporting person undertakes to provide to UDR, Inc., any security holder of UDR, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0001225208-18-010570 · doc4.xml · derivative · entry 3

Troupe Warren L · CIK 0001428536 · Senior Exec VP

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 75,000 shares

Expires 2019-02-12

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001225208-18-010570 · doc4.xml · nonDerivative · entry 2

Troupe Warren L · CIK 0001428536 · Senior Exec VP

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 589,634

F1 · kind: Represents shares of Common Stock withheld to satisfy the reporting person's obligation to pay the exercise price and tax withholding obligation upon the exercise of the stock options. The deemed disposition of the withheld shares is exempt pursuant to Rule 16b-3(e).

SEC source: 0001225208-18-010570 · doc4.xml · nonDerivative · entry 1

Troupe Warren L · CIK 0001428536 · Senior Exec VP

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 633,899

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001225208-18-010117 · doc4.xml · derivative · entry 3

Troupe Warren L · CIK 0001428536 · Senior Exec VP

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 75,000

Underlying: Common Stock · 75,000 shares

Expires 2019-02-12

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001225208-18-010117 · doc4.xml · nonDerivative · entry 2

Troupe Warren L · CIK 0001428536 · Senior Exec VP

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 558,899

F1 · kind: Represents shares of Common Stock withheld to satisfy the reporting person's obligation to pay the exercise price and tax withholding obligation upon the exercise of the stock options. The deemed disposition of the withheld shares is exempt pursuant to Rule 16b-3(e).

SEC source: 0001225208-18-010117 · doc4.xml · nonDerivative · entry 1

Troupe Warren L · CIK 0001428536 · Senior Exec VP

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 603,378

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001225208-18-006498 · doc4.xml · nonDerivative · entry 1

Troupe Warren L · CIK 0001428536 · Senior Exec VP

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 528,378

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.90 to $35.94, inclusive. The reporting person undertakes to provide to UDR, Inc., any security holder of UDR, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0000074208-18-000026 · primary_doc.xml · derivative · entry 4

Troupe Warren L · CIK 0001428536 · Senior Executive Vice Pres

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 35,785

Underlying: Common Stock · 35,785 shares

Expires not disclosed

F10 · security: Represents Class 1 LTIP Units in the UDR Partnership. The Company is the parent company and sole general partner of the UDR Partnership.

F11 · derivative.exercise_price: Subject to the conditions set forth in the Ninth Amendment to the Amended and Restated Agreement of Limited Partnership of the UDR Partnership, each Class 1 LTIP Unit may be converted, at the election of the holder, into a Partnership Common Unit, provided that such Class 1 LTIP Unit has been outstanding for at least two years from the date of grant.

F12 · derivative.exercise_price: 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 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 13 below.

F13 · derivative.exercise_price: 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 1 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.

F13 · shares: 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 1 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.

F11 · derivative.exercise_date: Subject to the conditions set forth in the Ninth Amendment to the Amended and Restated Agreement of Limited Partnership of the UDR Partnership, each Class 1 LTIP Unit may be converted, at the election of the holder, into a Partnership Common Unit, provided that such Class 1 LTIP Unit has been outstanding for at least two years from the date of grant.

F12 · derivative.exercise_date: 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 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 13 below.

F13 · derivative.exercise_date: 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 1 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.

F13 · derivative.expiration_date: 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 1 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.

SEC source: 0000074208-18-000026 · primary_doc.xml · derivative · entry 3

Troupe Warren L · CIK 0001428536 · Senior Executive Vice Pres

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 172,965

Underlying: Common Stock · 6,088 shares

Expires not disclosed

F2 · security: 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 · derivative.exercise_price: Subject to the conditions set forth in the Ninth 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 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 · derivative.exercise_price: 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 · derivative.exercise_price: 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 · shares: 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 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 · shares: The vesting of 30% of the Class 2 LTIP Units is determined based on the achievement of pre-determined FFO as Adjusted goals over a one-year period, with 50% of the award vesting on the determination date and 50% on the first anniversary of the determination date. The vesting of 10% of the Class 2 LTIP Units will be determined based on the achievement of pre-determined FFO as Adjusted goals over a three-year period, with that entire portion of the award vesting on the determination date.

F8 · shares: The vesting of 30% of the Class 2 LTIP Units will be determined based the Company's cumulative absolute total shareholder return ("TSR") as compared to an apartment peer group over a three-year performance period, with that entire portion of the award vesting on the determination date. The vesting of 30% of the Class 2 LTIP Units will be determined based the Company's relative TSR as compared to the NAREIT Apartment Index over a three-year performance period, with that entire portion of the award vesting on the determination date.

F9 · shares: Amount represents the portion of the award (including dividends) forfeited when performance results were determined for the applicable portion of the award on February 15, 2018.

F3 · derivative.exercise_date: Subject to the conditions set forth in the Ninth 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 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 · derivative.exercise_date: 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 · derivative.exercise_date: 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 · derivative.exercise_date: 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 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 · derivative.exercise_date: The vesting of 30% of the Class 2 LTIP Units is determined based on the achievement of pre-determined FFO as Adjusted goals over a one-year period, with 50% of the award vesting on the determination date and 50% on the first anniversary of the determination date. The vesting of 10% of the Class 2 LTIP Units will be determined based on the achievement of pre-determined FFO as Adjusted goals over a three-year period, with that entire portion of the award vesting on the determination date.

F8 · derivative.exercise_date: The vesting of 30% of the Class 2 LTIP Units will be determined based the Company's cumulative absolute total shareholder return ("TSR") as compared to an apartment peer group over a three-year performance period, with that entire portion of the award vesting on the determination date. The vesting of 30% of the Class 2 LTIP Units will be determined based the Company's relative TSR as compared to the NAREIT Apartment Index over a three-year performance period, with that entire portion of the award vesting on the determination date.

F9 · derivative.exercise_date: Amount represents the portion of the award (including dividends) forfeited when performance results were determined for the applicable portion of the award on February 15, 2018.

F5 · derivative.expiration_date: 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.

SEC source: 0000074208-18-000026 · primary_doc.xml · nonDerivative · entry 2

Troupe Warren L · CIK 0001428536 · Senior Executive Vice Pres

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 558,378

F1 · kind: 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).

SEC source: 0000074208-18-000026 · primary_doc.xml · nonDerivative · entry 1

Troupe Warren L · CIK 0001428536 · Senior Executive Vice Pres

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 574,193

SEC source: 0001225208-18-002150 · doc4.xml · nonDerivative · entry 1

Troupe Warren L · CIK 0001428536 · Senior Exec VP

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 530,010

F1 · kind: 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).

SEC source: 0000074208-18-000014 · primary_doc.xml · derivative · entry 1

Troupe Warren L · CIK 0001428536 · Senior Exec VP

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 179,053

Underlying: Common Stock · 70,707 shares

Expires not disclosed

F1 · security: 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.

F2 · derivative.exercise_price: Subject to the conditions set forth in the Ninth 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, 6 and 7 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.

F3 · derivative.exercise_price: 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.

F4 · derivative.exercise_price: 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.

F5 · shares: 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 Committee, in its sole discretion, vesting of the Class 2 LTIP shall cease upon the date of termination for any reason, and no unvested Class 2 LTIP units shall thereafter become vested.

F6 · shares: The vesting of the Class 2 LTIP Units shall be determined as follows: 35 percent shall be 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 (the "3-Year Relative Apartment Peer TSR Metric"); 30 percent shall be based on the achievement of a pre-determined FFO as Adjusted goal over a one-year period (the "1-Year FFO as Adjusted Metric"); 20 percent shall be 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 (the "3-Year Relative REIT TSR Metric"); and 15 percent shall be 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 (the "3-Year Relative FFO as Adjusted Metric").

F7 · shares: The portions of the Class 2 LTIP Units based upon the 3-Year Relative Apartment Peer TSR Metric, the 3-Year Relative REIT TSR Metric and the 3-Year Relative FFO as Adjusted Metric will vest within 60 days of the conclusion of the performance period. The portion of the Class 2 LTIP Units based upon the 1-Year FFO as Adjusted Metric will be measured and vest 50 percent within 60 days of the conclusion of the performance period, and 50 percent one year thereafter.

F8 · shares: Amount represents the maximum award (including dividends) that could be earned under the plan, which is subject to forfeiture when the performance results are determined.

F2 · derivative.exercise_date: Subject to the conditions set forth in the Ninth 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, 6 and 7 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.

F3 · derivative.exercise_date: 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.

F4 · derivative.exercise_date: 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.

F5 · derivative.exercise_date: 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 Committee, in its sole discretion, vesting of the Class 2 LTIP shall cease upon the date of termination for any reason, and no unvested Class 2 LTIP units shall thereafter become vested.

F6 · derivative.exercise_date: The vesting of the Class 2 LTIP Units shall be determined as follows: 35 percent shall be 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 (the "3-Year Relative Apartment Peer TSR Metric"); 30 percent shall be based on the achievement of a pre-determined FFO as Adjusted goal over a one-year period (the "1-Year FFO as Adjusted Metric"); 20 percent shall be 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 (the "3-Year Relative REIT TSR Metric"); and 15 percent shall be 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 (the "3-Year Relative FFO as Adjusted Metric").

F7 · derivative.exercise_date: The portions of the Class 2 LTIP Units based upon the 3-Year Relative Apartment Peer TSR Metric, the 3-Year Relative REIT TSR Metric and the 3-Year Relative FFO as Adjusted Metric will vest within 60 days of the conclusion of the performance period. The portion of the Class 2 LTIP Units based upon the 1-Year FFO as Adjusted Metric will be measured and vest 50 percent within 60 days of the conclusion of the performance period, and 50 percent one year thereafter.

F4 · derivative.expiration_date: 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.

SEC source: 0001225208-17-015935 · doc4.xml · nonDerivative · entry 1

Troupe Warren L · CIK 0001428536 · Senior Exec VP

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 531,075

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.79 to $38.12, inclusive. The reporting person undertakes to provide to UDR, Inc., any security holder of UDR, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0001225208-17-012239 · doc4.xml · nonDerivative · entry 1

Troupe Warren L · CIK 0001428536 · Senior Exec VP

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 561,075

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.85 to $39.26, inclusive. The reporting person undertakes to provide to UDR, Inc., any security holder of UDR, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0001225208-17-011010 · doc4.xml · derivative · entry 9

Troupe Warren L · CIK 0001428536 · Senior Exec VP

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 54,135 shares

Expires 2018-03-03

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001225208-17-011010 · doc4.xml · derivative · entry 8

Troupe Warren L · CIK 0001428536 · Senior Exec VP

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 54,135 shares

Expires 2018-03-03

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001225208-17-011010 · doc4.xml · derivative · entry 7

Troupe Warren L · CIK 0001428536 · Senior Exec VP

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 54,135 shares

Expires 2018-03-03

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001225208-17-011010 · doc4.xml · derivative · entry 6

Troupe Warren L · CIK 0001428536 · Senior Exec VP

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 54,135 shares

Expires 2018-03-03

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001225208-17-011010 · doc4.xml · nonDerivative · entry 5

Troupe Warren L · CIK 0001428536 · Senior Exec VP

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 576,075

F1 · kind: Represents shares of Common Stock withheld to satisfy the reporting person's obligation to pay the exercise price and tax withholding obligation upon the exercise of the stock options. The deemed disposition of the withheld shares is exempt pursuant to Rule 16b-3(e).

SEC source: 0001225208-17-011010 · doc4.xml · nonDerivative · entry 4

Troupe Warren L · CIK 0001428536 · Senior Exec VP

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 747,691

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001225208-17-011010 · doc4.xml · nonDerivative · entry 3

Troupe Warren L · CIK 0001428536 · Senior Exec VP

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 693,556

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001225208-17-011010 · doc4.xml · nonDerivative · entry 2

Troupe Warren L · CIK 0001428536 · Senior Exec VP

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 639,421

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001225208-17-011010 · doc4.xml · nonDerivative · entry 1

Troupe Warren L · CIK 0001428536 · Senior Exec VP

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 585,286

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001225208-17-007658 · doc4.xml · nonDerivative · entry 1

Troupe Warren L · CIK 0001428536 · Senior Exec VP

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 531,151

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.87 to $36.17, inclusive. The reporting person undertakes to provide to UDR, Inc., any security holder of UDR, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0000074208-17-000024 · primary_doc.xml · nonDerivative · entry 5

Troupe Warren L · CIK 0001428536 · Senior Executive Vice Pres

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 546,151

F2 · kind: 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).

SEC source: 0000074208-17-000024 · primary_doc.xml · derivative · entry 6

Troupe Warren L · CIK 0001428536 · Senior Executive Vice Pres

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 108,349

Underlying: Common Stock · 4,592 shares

Expires not disclosed

F3 · security: 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.

F4 · derivative.exercise_price: Subject to the conditions set forth in the Ninth 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 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.

F5 · derivative.exercise_price: 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 6 below.

F6 · derivative.exercise_price: 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.

F7 · shares: 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 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.

F8 · shares: The vesting of one-third of the Class 2 LTIP Units is determined based on the achievement of pre-determined FFO as Adjusted goals over a one-year period, with 50% of the award vesting on the determination date and 50% on the first anniversary of the determination date, while the vesting of two-thirds of the Class 2 LTIP Units will be determined based on the Company's relative total shareholder return ("TSR") as compared to an apartment peer group over a three-year performance period, with that entire portion of the award vesting on the determination date.

F9 · shares: Amount represents the portion of the award (including dividends) forfeited when performance results were determined for the applicable portion of the award on February 2, 2017.

F4 · derivative.exercise_date: Subject to the conditions set forth in the Ninth 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 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.

F5 · derivative.exercise_date: 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 6 below.

F6 · derivative.exercise_date: 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.

F7 · derivative.exercise_date: 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 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.

F8 · derivative.exercise_date: The vesting of one-third of the Class 2 LTIP Units is determined based on the achievement of pre-determined FFO as Adjusted goals over a one-year period, with 50% of the award vesting on the determination date and 50% on the first anniversary of the determination date, while the vesting of two-thirds of the Class 2 LTIP Units will be determined based on the Company's relative total shareholder return ("TSR") as compared to an apartment peer group over a three-year performance period, with that entire portion of the award vesting on the determination date.

F9 · derivative.exercise_date: Amount represents the portion of the award (including dividends) forfeited when performance results were determined for the applicable portion of the award on February 2, 2017.

F6 · derivative.expiration_date: 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.

SEC source: 0000074208-17-000024 · primary_doc.xml · nonDerivative · entry 4

Troupe Warren L · CIK 0001428536 · Senior Executive Vice Pres

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 551,818

F2 · kind: 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).

SEC source: 0000074208-17-000024 · primary_doc.xml · nonDerivative · entry 3

Troupe Warren L · CIK 0001428536 · Senior Executive Vice Pres

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 559,274

F2 · kind: 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).

SEC source: 0000074208-17-000024 · primary_doc.xml · nonDerivative · entry 2

Troupe Warren L · CIK 0001428536 · Senior Executive Vice Pres

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 560,895

F1 · kind: Subject to the reporting person's continued employment, one half of the award is vested upon the date of grant and one half vests one year from the date of grant.

SEC source: 0000074208-17-000024 · primary_doc.xml · nonDerivative · entry 1

Troupe Warren L · CIK 0001428536 · Senior Executive Vice Pres

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 554,454

SEC source: 0000074208-17-000014 · primary_doc.xml · derivative · entry 2

Troupe Warren L · CIK 0001428536 · Senior Executive Vice Presiden

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 112,938

Underlying: Common Stock · 76,250 shares

Expires not disclosed

F2 · security: 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 · derivative.exercise_price: Subject to the conditions set forth in the Ninth 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, 6 and 7 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 · derivative.exercise_price: 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.

F5 · derivative.exercise_price: 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 · shares: 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 Committee, in its sole discretion, vesting of the Class 2 LTIP shall cease upon the date of termination for any reason, and no unvested Class 2 LTIP units shall thereafter become vested.

F7 · shares: The vesting of the Class 2 LTIP Units shall be determined as follows: 30 percent shall be based on the achievement of a pre-determined FFO as Adjusted goal over a one-year period (the "1-Year FFO as Adjusted Metric"); 10 percent shall be based on the achievement of pre-determined FFO as Adjusted goal over a three-year period (the "3-Year FFO as Adjusted Metric"); 30 percent shall be determined 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 performance period (the "Relative TSR Metric"); and 30 percent shall be based on a goal measured by the Company's absolute TSR over a three-year performance period (the "Absolute TSR Metric").

F8 · shares: The portions of the Class 2 LTIP Units based upon the Relative TSR Metric, the Absolute TSR Metric and the 3-Year FFO as Adjusted Metric will vest on the determination date with respect to those metrics. The portion of the Class 2 LTIP Units based upon the 1-Year FFO as Adjusted Metric will be measured and vest 50 percent on the determination date with respect to that metric, and 50 percent on the one year anniversary of that determination date.

F9 · shares: Amount represents the maximum award (including dividends) that could be earned under the plan, which is subject to forfeiture when the performance results are determined.

F3 · derivative.exercise_date: Subject to the conditions set forth in the Ninth 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, 6 and 7 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 · derivative.exercise_date: 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.

F5 · derivative.exercise_date: 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 · derivative.exercise_date: 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 Committee, in its sole discretion, vesting of the Class 2 LTIP shall cease upon the date of termination for any reason, and no unvested Class 2 LTIP units shall thereafter become vested.

F7 · derivative.exercise_date: The vesting of the Class 2 LTIP Units shall be determined as follows: 30 percent shall be based on the achievement of a pre-determined FFO as Adjusted goal over a one-year period (the "1-Year FFO as Adjusted Metric"); 10 percent shall be based on the achievement of pre-determined FFO as Adjusted goal over a three-year period (the "3-Year FFO as Adjusted Metric"); 30 percent shall be determined 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 performance period (the "Relative TSR Metric"); and 30 percent shall be based on a goal measured by the Company's absolute TSR over a three-year performance period (the "Absolute TSR Metric").

F8 · derivative.exercise_date: The portions of the Class 2 LTIP Units based upon the Relative TSR Metric, the Absolute TSR Metric and the 3-Year FFO as Adjusted Metric will vest on the determination date with respect to those metrics. The portion of the Class 2 LTIP Units based upon the 1-Year FFO as Adjusted Metric will be measured and vest 50 percent on the determination date with respect to that metric, and 50 percent on the one year anniversary of that determination date.

F5 · derivative.expiration_date: 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.

SEC source: 0000074208-17-000014 · primary_doc.xml · nonDerivative · entry 1

Troupe Warren L · CIK 0001428536 · Senior Executive Vice Presiden

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 538,422

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.00 to $36.69, inclusive. The reporting person undertakes to provide to UDR, Inc., any security holder of UDR, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.