8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 9, 2016

UDR, Inc.

(Exact name of registrant as specified in its charter)

Maryland (UDR, Inc.)	1-10524		54-0857512
(State or other jurisdiction	(Commission File Number)		(I.R.S. Employer
of incorporation)			Identification No.)
1745 Shea Center Drive, Suite 200, Highlands Ranch, Colorado		80129
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (720) 283-6120

Not Applicable

Former name or former address, if changed since last report

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.

On May 9, 2016, Thomas M. Herzog informed UDR, Inc. (the “Company”) of his resignation as the Company’s Senior Vice President and Chief Financial Officer, effective June 3, 2016.

In light of Mr. Herzog’s resignation, Shawn G. Johnston, the Company’s Vice President - Chief Accounting Officer, will serve as the Company’s interim Principal Financial Officer until a permanent Principal Financial Officer is hired. The Company will commence an evaluation of internal and external candidates for the role of Chief Financial Officer.

Item 7.01. Regulation FD Disclosure.

On May 12, 2016, the Company issued a press release announcing the matters described in Item 5.02 above.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01.

The information included in this Current Report on Form 8-K under this Item 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated May 12, 2016

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	UDR, Inc.
May 12, 2016	By:	/s/ Warren L. Troupe
		Name: Warren L. Troupe
		Title: Senior Executive Vice President

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated May 12, 2016

EX-99.1

Exhibit 99.1

UDR Announces Departure of Tom Herzog as Chief Financial Officer

Denver, CO. (May 12, 2016) – UDR, Inc.(the "Company")(NYSE: UDR), a leading multifamily real estate investment trust, today announced that Tom Herzog is stepping down from his position as Chief Financial Officer (“CFO”) to join HCP, Inc. as CFO. Mr. Herzog has served as UDR’s CFO since January 2013. Shawn Johnston, UDR’s Chief Accounting Officer, will be named the interim Principal Financial Officer and, along with other members of the Company’s senior management team, will fulfill Mr. Herzog’s responsibilities. Mr. Herzog will remain with UDR through June 3, 2016 to ensure a smooth transition.

“Tom has contributed significantly to UDR since joining the team in early 2013 and will be missed,” said Tom Toomey, President and CEO of UDR. Mr. Toomey continued, “On behalf of our Board of Directors and UDR, I thank Tom for his service to the Company. We wish Tom well in his future endeavors at HCP.”

“I am thankful for my time with UDR, especially my experiences working with the many fine professionals at the Company,” said Mr. Herzog. “The decision to accept an outside opportunity did not come easily, but with the exceptional talent in place at UDR, I am confident the team is well positioned for continued success.”

The Company will commence an evaluation of internal and external candidates for the role of CFO.

About UDR, Inc.

UDR, Inc. (NYSE:UDR), an S&P 500 company, is a leading multifamily real estate investment trust with a demonstrated performance history of delivering superior and dependable returns by successfully managing, buying, selling, developing and redeveloping attractive real estate properties in targeted U.S. markets. As of March 31, 2016, UDR owned or had an ownership position in 51,231 apartment homes including 3,556 homes under development. For 44 years, UDR has delivered long-term value to shareholders, the best standard of service to residents and the highest quality experience for associates. Additional information can be found on the Company's website at ir.udr.com.

Contact: UDR, Inc.

Shelby Noble

snoble@udr.com

720-922-6082