| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | UDR | Class 2 Performance LTIP Units | Disposed to Issuer | $0 | -784K | -15.55% | $0.00 | 4.25M | Nov 28, 2023 | Common Stock | 784K | Direct | F1, F2, F3, F4, F5, F6, F7 |
| Id | Content |
|---|---|
| F1 | Represents Class 2 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. |
| F2 | Subject to the conditions set forth in the Eleventh Amendment to the Amended and Restated Agreement of Limited Partnership of the UDR Partnership, 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 (as described in footnote 7 below) and (ii) before the expiration date of the Class 2 Performance LTIP Unit. |
| F3 | 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 Amended and Restated Agreement of Limited Partnership of the UDR Partnership. |
| F4 | Subject to the conditions set forth in the Eleventh Amendment to the Amended and Restated Agreement of Limited Partnership of the UDR Partnership 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. |
| F5 | 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 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 6 below. |
| F6 | 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. |
| F7 | The Class 2 Performance LTIP Units were granted on December 5, 2021 at maximum and would be earned only to the extent that the pre-established common stock price hurdles were achieved over a four-year measurement period commencing on December 5, 2022. The Class 2 Performance LTIP Units would, to the extent earned, vest, subject to Mr. Toomey's continuing employment, on the fifth anniversary of the date of grant. On November 28, 2023, the reporting person voluntarily forfeited the Class 2 Performance LTIP Units for no consideration from the Company. |