Thomas W. Toomey - Jul 26, 2023 Form 4 Insider Report for UDR, Inc. (UDR)

Signature
Thomas W. Toomey
Stock symbol
UDR
Transactions as of
Jul 26, 2023
Transactions value $
-$6,445,500
Form type
4
Date filed
7/28/2023, 04:52 PM
Previous filing
Mar 16, 2023
Next filing
Nov 29, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction UDR Class 2 LTIP Units Options Exercise -$6.45M -150K -23.4% $42.97 491K Jul 26, 2023 Common Stock 150K Direct F1, F2, F3, F4, F5
transaction UDR Partnership Common Units Options Exercise $6.45M +150K $42.97 150K Jul 26, 2023 Common Stock 150K Direct F2, F3, F4, F6
transaction UDR Partnership Common Units Disposed to Issuer -$6.45M -150K -100% $42.97 0 Jul 26, 2023 Common Stock 150K Direct F2, F3, F4, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents Class 2 LTIP Units (the "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.
F2 Subject to the conditions set forth in the Amended and Restated Agreement of Limited Partnership of the UDR Partnership, as amended (the "Partnership Agreement") and subject to the vesting conditions specified with respect to each Class 2 LTIP Unit, each Class 2 LTIP Unit may be converted 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.
F3 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 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.
F4 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.
F5 Amount represents the number of vested Class 2 LTIP Units that were converted into Partnership Common Units.
F6 Amount represents the number of Partnership Common Units acquired upon conversion of the Class 2 LTIP Units.
F7 Amount represents the number of Partnership Common Units acquired by the Company.