X0303 5 2009-12-31 0 0 1 0000074208 UDR, Inc. UDR 0001195692 KLINGBEIL JAMES D 1745 SHEA CENTER DRIVE SUITE 200 HIGHLANDS RANCH CO 80129 1 0 0 0 Common Stock 2008-05-13 5 G 0 L 100 0 D 111113 D Common Stock 2009-01-29 4 J 0 L 6887 0 A 111113 D Common Stock 2009-07-21 5 G 0 100 0 D 111113 D Units of Partnership Interest 0 2009-01-29 4 J 0 L 170971 0 A 1999-12-07 Common Stock 170971 2237282 I By Trust/LLC/Partnership As a result of a special dividend declared November 10, 2008, and paid January 29, 2009, to all stockholders of record on December 9, 2008, the reporting person received these additional shares. Units represent units of limited partnership interest in United Dominion Realty, L.P.(the "Partnership"), of which Issuer is the sole general partner. Commencing 12/7/99, holders of Units generally may tender such Units to the Partnership for redemption. The Partnership and the Issuer may satisfy such redemption obligation with the issuance of shares of Common Stock of the Issuer or cash equal to the fair market value of such shares of Common Stock, at the election of the Issuer. Each Unit will initially be redeemable for one share of Common Stock. Such redemption ratio is subject to certain adjustments pursuant to the Agreement of Limited Partnership of the Partnership. The Units were issued in connection with the merger of American Apartment Communities II, Inc. with and into the Issuer and the transactions related thereto. Each Unit was valued at $14.25 in the transactions. The Units are held by certain trusts, limited partnerships and limited liability companies. No expiration date. As a result of a special dividend declared November 10, 2008, and paid January 29, 2009, to all stockholders of record on December 9, 2008, the reporting person received these additional Units. James D. Klingbeil 2010-02-12