0000074208-21-000009.txt : 20210106
0000074208-21-000009.hdr.sgml : 20210106
20210106210122
ACCESSION NUMBER: 0000074208-21-000009
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210104
FILED AS OF DATE: 20210106
DATE AS OF CHANGE: 20210106
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ALCOCK HARRY G
CENTRAL INDEX KEY: 0001229387
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10524
FILM NUMBER: 21512703
MAIL ADDRESS:
STREET 1: 4582 SOUTH ULSTER STREET PARKWAY
STREET 2: SUITE 1100
CITY: DENVER
STATE: CO
ZIP: 80237
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: UDR, Inc.
CENTRAL INDEX KEY: 0000074208
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
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
primary_doc.xml
PRIMARY DOCUMENT
X0306
4
2021-01-04
0
0000074208
UDR, Inc.
UDR
0001229387
ALCOCK HARRY G
1745 SHEA CENTER DRIVE
SUITE 200
HIGHLANDS RANCH
CO
80129
0
1
0
0
SVP-Chief Investment Officer
Class 2 LTIP Units
2021-01-04
4
A
0
40806
0
A
Common Stock
40806
411797
D
Class 2 Performance LTIP Units
2021-01-04
4
A
0
233644
0
A
2031-01-04
Common Stock
233644
233644
D
Class 2 Performance LTIP Units
2021-01-04
4
A
0
205608
0
A
2031-01-04
Common Stock
205608
439252
D
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.
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 the vesting conditions specified with respect to each Class 2 LTIP Unit (as described in footnotes 5, 6 and 7, 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.
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 4 below.
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.
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.
The vesting of these Class 2 LTIP Units shall be determined as follows: 35 percent shall be 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 (the "3-Year Relative Apartment Peer TSR Metric"); 30 percent shall be based on the achievement of a pre-determined FFO as Adjusted goal over a one-year period (the "1-Year FFO as Adjusted Metric"); 20 percent shall be determined based on a goal measured by the Company's relative TSR as compared to a REIT peer group over a three-year cumulative performance period (the "3-Year Relative REIT TSR Metric"); and 15 percent shall be based on 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 (the "3-Year Relative FFO as Adjusted Metric").
The portions of these Class 2 LTIP Units based upon the 3-Year Relative Apartment Peer TSR Metric, the 3-Year Relative REIT TSR Metric and the 3-Year Relative FFO as Adjusted Metric will vest on the date the Committee determines performance (the "Determination Date"). The portion of the Class 2 LTIP Units based upon the 1-Year FFO as Adjusted Metric will vest 50 percent on the Determination Date, and 50 percent on the one year anniversary thereof.
Amount represents the maximum award (including dividends) that could be earned, which is subject to forfeiture when the performance results are determined.
Represents Class 2 Performance LTIP Units in the UDR Partnership.
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 footnotes 12, 13, 14, 15 & 16 below) and (ii) before the expiration date of the Class 2 Performance LTIP Unit. Each Class 2 LTIP Unit may be converted, at the election of the holder, into a Partnership Common Unit as described in footnote 2.
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.
The Class 2 Performance 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 Committee, in its sole discretion, vesting of the Class 2 Performance LTIP Units shall cease upon the date of termination for any reason, and no unvested Class 2 Performance LTIP Units shall thereafter become vested.
The vesting of these Class 2 Performance LTIP Units shall be determined as follows: 35 percent shall be based on a goal measured by the 3-Year Relative Apartment Peer TSR Metric; 30 percent shall be based on the 1-Year FFO as Adjusted Metric; 20 percent shall be determined based on the 3-Year Relative REIT TSR Metric; and 15 percent shall be based on the 3-Year Relative FFO as Adjusted Metric.
The portions of these Class 2 Performance LTIP Units based upon the 3-Year Relative Apartment Peer TSR Metric, the 3-Year Relative REIT TSR Metric and the 3-Year Relative FFO as Adjusted Metric will vest on the Determination Date. The portion of the Class 2 LTIP Units based upon the 1-Year FFO as Adjusted Metric will vest 50 percent on the Determination Date, and 50 percent on the one year anniversary thereof.
The vesting of these Class 2 Performance LTIP Units shall be 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 the pre-determined financial metrics described in footnote 16 below. These Class 2 Performance LTIP Units will vest upon a determination by the Committee after the completion of the applicable performance period.
The portion of these Class 2 Performance LTIP Units that vests based upon the achievement of pre-determined financial metrics shall be determined as follows: 30 percent based on an FFO as Adjusted per share goal; 30 percent based on a transaction volume goal; 20 percent based on a transaction FFO as Adjusted goal; 10 percent based on an ESG & DEI goal; and 10 percent based on an associate engagement goal, each over a one-year period.
Harry G. Alcock
2021-01-06