0000074208-21-000026.txt : 20210222 0000074208-21-000026.hdr.sgml : 20210222 20210222171744 ACCESSION NUMBER: 0000074208-21-000026 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210218 FILED AS OF DATE: 20210222 DATE AS OF CHANGE: 20210222 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ALCOCK HARRY G CENTRAL INDEX KEY: 0001229387 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10524 FILM NUMBER: 21661438 MAIL ADDRESS: STREET 1: 4582 SOUTH ULSTER STREET PARKWAY STREET 2: SUITE 1100 CITY: DENVER STATE: CO ZIP: 80237 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: UDR, Inc. CENTRAL INDEX KEY: 0000074208 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 540857512 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1745 SHEA CENTER DRIVE STREET 2: SUITE 200 CITY: HIGHLANDS RANCH STATE: CO ZIP: 80129 BUSINESS PHONE: 720-283-6120 MAIL ADDRESS: STREET 1: 1745 SHEA CENTER DRIVE STREET 2: SUITE 200 CITY: HIGHLANDS RANCH STATE: CO ZIP: 80129 FORMER COMPANY: FORMER CONFORMED NAME: UNITED DOMINION REALTY TRUST INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: OLD DOMINION REAL ESTATE INVESTMENT TRUST DATE OF NAME CHANGE: 19850110 FORMER COMPANY: FORMER CONFORMED NAME: OLD DOMINION REIT ONE DATE OF NAME CHANGE: 19770921 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2021-02-18 0 0000074208 UDR, Inc. UDR 0001229387 ALCOCK HARRY G 1745 SHEA CENTER DRIVE SUITE 200 HIGHLANDS RANCH CO 80129 0 1 0 0 SVP-Chief Investment Officer Common Stock 2021-02-18 4 A 0 11866 0 A 87876 D Common Stock 2021-02-18 4 F 0 5209 41.96 D 82667 D Class 2 LTIP Units 2021-02-18 4 D 0 40672 0 D Common Stock 40672 371125 D 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). 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. Subject to the conditions set forth in 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, 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. 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 5 below. 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. The Class 2 LTIP Units 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 and Management Development 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. The vesting of a portion of these Class 2 LTIP Units that is measured over a three year performance period ending December 31, 2020 is determined as follows: 35 percent 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"); 20 percent 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 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"). The portion of these Class 2 LTIP Units for which vesting is based on the 3-Year Relative Apartment Peer TSR Metric, the 3-Year Relative REIT TSR Metric and the 3-Year Relative FFO as Adjusted Metric vest on the date the Committee determines performance (the "Determination Date"). The vesting of a portion of these Class 2 LTIP Units is determined as follows: 30 percent 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 based on the pre-determined financial metrics for the one year performance period ending December 31, 2020 described in footnote 10 below. These Class 2 LTIP Units vest on the Determination Date. The portion of these Class 2 LTIP Units for which vesting is based on the achievement of pre-determined short term incentive plan financial metrics is determined as follows: 40 percent based on a transaction volume goal; 30 percent based on an FFO as Adjusted per share goal; 20 percent based on an acquisition NOI goal; and 10 percent based on an associate engagement goal, each over a one-year period. 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 the Determination Date, February 18, 2021. Harry G. Alcock 2021-02-22