X0306 4 2022-05-17 0 0000074208 UDR, Inc. UDR 0001195697 TOOMEY THOMAS W 1745 SHEA CENTER DRIVE SUITE 200 HIGHLANDS RANCH CO 80129 1 1 0 0 Chairman and CEO Class 2 LTIP Units 2022-05-17 4 M 0 100000.0000 52.4105 D Common Stock 100000.0000 867917.0000 D Partnership Common Units 2022-05-17 4 M 0 100000.0000 52.4105 A Common Stock 100000.0000 100000.0000 D Partnership Common Units 2022-01-05 4 D 0 100000.0000 52.4105 D Common Stock 100000.0000 0.0000 D Represents Class 2 LTIP Units (the "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. Subject to the conditions set forth in the Eleventh Amendment to the Amended and Restated Agreement of Limited Partnership of the UDR Partnership (the "Partnership Agreement") and subject to the vesting conditions specified with respect to each Class 2 LTIP Unit, each Class 2 LTIP Unit may be converted 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. 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 Partnership Agreement (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. 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 Partnership Agreement. 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. Amount represents the number of vested Class 2 LTIP Units that were converted into Partnership Common Units. Amount represents the number of Partnership Common Units acquired upon conversion of the Class 2 LTIP Units. Amount represents the number of Partnership Common Units acquired by the Company. Thomas W. Toomey 2022-05-19