-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, STyZPHTojCKrokUl4FEhsTAXWq0+7UmZquGyut3yq+/BWdq0LO8OnVR23Du6+NsI JtZ5dVG+W6NFQMbym40IrQ== 0001299933-10-001794.txt : 20100505 0001299933-10-001794.hdr.sgml : 20100505 20100505121024 ACCESSION NUMBER: 0001299933-10-001794 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100504 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20100505 DATE AS OF CHANGE: 20100505 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10524 FILM NUMBER: 10800435 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 8-K 1 htm_37445.htm LIVE FILING UDR, Inc. (Form: 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 4, 2010

UDR, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Maryland 1-10524 54-0857512
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) 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 3.02 Unregistered Sales of Equity Securities.

In 2005, the stockholders of UDR, Inc. (the "Company") approved the issuance of the Company’s Series F Preferred Stock to give voting rights to holders of limited partnership interests, or "OP Units," in the Company’s two operating partnerships, United Dominion Realty, L.P. and Heritage Communities, L.P. The Series F Preferred Stock, which is offered only to holders of OP Units, entitles its holders to one vote per share on each matter upon which the Company’s common stockholders are entitled to vote at stockholder meetings. The Series F Preferred Stock votes together as a single class with the Company’s common stock and other capital stock eligible to vote. The Series F Preferred Stock is not convertible or exchangeable into any other equity securities, and it does not entitle its holders to any other rights, privileges or preferences.

On May 4, 2010, the Company sold a total of 249,278 shares of its Series F Preferred Stock, without par value, to a certain holder of OP Units who is an accredited investor, at a purchase price of $0.0001 per share, for an aggregate purchase price of $24.93. Because the shares of Series F Preferred Stock were sold to an accredited investor in a transaction not involving a public offering, the transaction is exempt from registration under the Securities Act of 1933 in accordance with Section 4(2) of the Securities Act.





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 5, 2010   By:   David L. Messenger
       
        Name: David L. Messenger
        Title: Senior Vice President and Chief Financial Officer
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