0001664272-24-000106.txt : 20240220 0001664272-24-000106.hdr.sgml : 20240220 20240220185330 ACCESSION NUMBER: 0001664272-24-000106 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240215 FILED AS OF DATE: 20240220 DATE AS OF CHANGE: 20240220 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lacy Michael D CENTRAL INDEX KEY: 0001827142 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10524 FILM NUMBER: 24655689 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_a1e2k00000wi7xkuat-live.xml PRIMARY DOCUMENT X0508 4 2024-02-15 false 0000074208 UDR, Inc. UDR 0001827142 Lacy Michael D 1745 SHEA CENTER DRIVE SUITE 200 HIGHLANDS RANCH CO 80129 false true false false SVP-Property Operations false Common Stock 2024-02-16 4 F false 581.0000 36.0800 D 13066.0000 D Class 2 Performance LTIP Units 2024-02-15 4 D false 70841.0000 0.0000 D 2031-01-04 Common Stock 70841.0000 105052.0000 D Class 2 LTIP Units 2024-02-15 4 D false 10465.0000 0.0000 D Common Stock 10465.0000 254295.0000 D Class 2 LTIP Units 2024-02-15 4 D false 13602.0000 0.0000 D Common Stock 13602.0000 264760.0000 D Class 2 LTIP Units 2024-02-15 4 D false 4439.0000 0.0000 D Common Stock 4439.0000 278362.0000 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). The vesting of these LTIP Units occurs on the Determination Date for the applicable performance period ending on December 31, 2023 based the achievement of a pre-determined FFO as Adjusted goal over a one-year period. The LTIP Units vest 50 percent on the Determination Date, and 50 percent on the one-year anniversary thereof. The vesting of these LTIP Units is determined as follows: 30 percent shall be 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 shall be based on pre-determined financial metrics. These LTIP Units vest upon a determination by the Committee after the completion of the applicable performance period. The portion of these LTIP Units that vests based upon the achievement of pre-determined financial metrics is determined as follows: 40 percent based on an operations index goal; 30 percent based on an FFO as Adjusted per share goal; 10 percent based on a transactions index goal; 10 percent based on a GRESB percentile goal; and 10 percent based on an associate engagement & DEI goal, each over a one-year period. Represents Class 2 Performance LTIP Units in the UDR Partnership (the "Class 2 Performance LTIP Units"). Subject to the conditions set forth in the Partnership Agreement, each Class 2 Performance LTIP Unit may be converted, at the election of the holder, into a Class 2 LTIP Unit at any time (i) on or after when the Class 2 Performance LTIP Unit has vested and (ii) before the expiration date of the Class 2 Performance LTIP Unit. Class 2 Performance LTIP Units convert to a number of Class 2 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 2 Performance Unit and (y) the Conversion Factor, multiplied by (ii) the number of Class 2 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. Represents Class 2 LTIP Units (the "Class 2 LTIP Units," which, together with the Class 2 Performance LTIP Units referenced in note 13 below, are referred to as the "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 Partnership Agreement and subject to any vesting conditions specified with respect to each Class 2 LTIP Unit, 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 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. The 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 Partnership Agreement, or as determined by the Compensation Committee of the Company's Board of Directors (the "Committee"), in its sole discretion, vesting of the LTIP Units shall cease upon the date of termination for any reason other than in the event of a change of control of the Company, and no unvested LTIP Units shall thereafter become vested. In the event of a change of control of the Company, the LTIP Units will vest only if the holder's employment or other service relationship with the Company is terminated by the Company without cause, or by the holder for good reason, in each case on or within 12 months following the date of a change of control. Further, all restrictions on outstanding awards that have been earned shall lapse upon the Company's termination of the holder's employment without cause or the holder's termination of employment for good reason. The vesting of these LTIP Units occurs on the date the Committee determines performance (the "Determination Date") for the applicable performance period 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; a goal measured by the Company's relative TSR as compared to a REIT peer group over a three-year cumulative performance period; and 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. 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 15, 2024. Michael D. Lacy 2024-02-20