X0306 4 2014-02-06 0000074208 UDR, Inc. UDR 0001419048 Davis Jerry A 1745 SHEA CENTER DRIVE SUITE 200 HIGHLANDS RANCH CO 80129 1 Senior Vice President Common Stock 2014-02-06 4 A 0 81708.0000 0.0000 A 200508.0000 D Common Stock 2014-02-06 4 F 0 8645.0000 25.2600 D 191863.0000 D Common Stock 1033.0000 I As custodian for children Common Stock 325.0000 I By Daughter Subject to the reporting person's continued employment, one third of the award is vested upon the date of grant, one third vests on December 31, 2014 and one third vests on December 31, 2015. 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). /s/ Jerry A. Davis 2014-02-10