0001664272-24-000037.txt : 20240104 0001664272-24-000037.hdr.sgml : 20240104 20240104212140 ACCESSION NUMBER: 0001664272-24-000037 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240102 FILED AS OF DATE: 20240104 DATE AS OF CHANGE: 20240104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: King Mary Ann CENTRAL INDEX KEY: 0001648077 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10524 FILM NUMBER: 24514306 MAIL ADDRESS: STREET 1: 1745 SHEA CENTER DRIVE STREET 2: SUITE 200 CITY: HIGHLANDS RANCH STATE: CO ZIP: 80129 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: UDR, Inc. CENTRAL INDEX KEY: 0000074208 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] ORGANIZATION NAME: 05 Real Estate & Construction 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 f4_a1e2k00000wi6dquat-live.xml PRIMARY DOCUMENT X0508 4 2024-01-02 false 0000074208 UDR, Inc. UDR 0001648077 King Mary Ann 1745 SHEA CENTER DRIVE SUITE 200 HIGHLANDS RANCH CO 80129 true false false false false Class 1 Performance LTIP Units 2024-01-02 4 A false 33175.0000 0.0000 A 2034-01-02 Common Stock 33175.0000 67280.0000 D Represents Class 1 Performance 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"), each Class 1 Performance LTIP Unit may be converted, at the election of the holder, into a Class 1 LTIP Unit at any time (i) on or after when the Class 1 Performance LTIP Unit has vested and (ii) before the expiration date of the Class 1 Performance LTIP Unit. Class 1 Performance LTIP Units convert to a number of Class 1 LTIP Units equal to (i) the applicable Performance LTIP Unit Value, which is calculated as the product of (x) the excess (if any) of the REIT Share Value over the Issue Price for the Class 1 Performance Unit and (y) the Conversion Factor, multiplied by (ii) the number of Class 1 Performance LTIP Units being converted, and divided by (iii) the REIT Share Value on the Conversion Date, as such terms are defined in the Partnership Agreement. Subject to the conditions set forth in the Eleventh Amendment to the Partnership Agreement and subject to any vesting conditions specified with respect to each Class 1 LTIP Unit, each Class 1 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 1 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 1 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 1 Performance LTIP Units shall vest on the first anniversary of the vesting commencement date, which is January 2, 2025. Mary Ann King 2024-01-04