X0304 4 2011-08-01 0000074208 UDR, Inc. UDR 0001419048 Davis Jerry A 1745 SHEA CENTER DRIVE SUITE 200 HIGHLANDS RANCH CO 80129 1 Senior Vice President Common Stock 2011-08-01 4 A 0 640.0000 24.8400 A 131528.0000 D Common Stock 1358.0000 I Trust for Children Vesting of the shares awarded to the reporting person is subject to the reporting person's continued employment with the Issuer and the achievement by the Issuer of certain performance goals during the period ending December 31, 2012; provided, that if the performance goals are not met during such period, vesting will be extended for an additional year and certain of the performance targets will be increased. /s/ Jerry A. Davis 2011-08-01