Upgrade to SI Premium - Free Trial

Form 3 UDR, Inc. For: Nov 02 Filed by: Lacy Michael D

November 5, 2020 4:34 PM
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person *
Lacy Michael D
(Last) (First) (Middle)
1745 SHEA CENTER DRIVE
SUITE 200
(Street)
HIGHLANDS RANCH CO 80129
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/02/2020 		3. Issuer Name and Ticker or Trading Symbol
UDR, Inc. [ UDR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP-Property Operations
 5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 8,289 (1)
D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class 2 LTIP Units (2) (3) (4) (5) (6) (7) (8) (5) Common Stock 18,559 0 D
Explanation of Responses:
1. 3,473 shares of Common Stock reported are subject to vesting conditions and the reporting person's continued employment. 695 shares will vest in February 2021, 1,313 shares will vest in equal installments over 2 years in January 2021 and January 2022 and 1,465 shares will vest in equal installments over 3 years in January 2021, January 2022 and January 2023.
2. 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.
3. 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 and 8, 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.
4. 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 to 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.
5. 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.
6. The Class 2 LTIP Units will 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 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.
7. The vesting of these Class 2 LTIP Units is determined based on: (1) the achievement of a pre-determined FFO as Adjusted goal over a one-year period (the "FFO as Adjusted Metric"); (2) a goal measured by the Company's cumulative 3-year FFO as Adjusted growth rate as compared to the weighted average cumulative 3-year FFO as Adjusted Equivalent for an apartment peer group (the "FFO as Adjusted Relative Growth Metric"); (3) a goal measured by the Company's relative total shareholder return ("TSR") as compared to an apartment peer group over a three-year performance period (the "Relative Peer TSR Metric"); and (4) a goal measured by the Company's relative TSR as compared to the NAREIT Equity REITs Total Return Index over a three-year performance period (the "Relative REIT TSR Metric").
8. The portions of the Class 2 LTIP Units based upon the FFO as Adjusted Relative Growth Metric, the Relative Peer TSR Metric and the Relative REIT TSR Metric vest on the determination date with respect to those metrics. The portion of the Class 2 LTIP Units based upon the FFO as Adjusted Metric vests 50 percent upon the determination date with respect to that metric, and 50 percent on the one year anniversary of that determination date.
Michael D. Lacy 11/05/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Categories

SEC Filings