Filed
pursuant to Rule 424(b)(5)
Registration
No. 333-156002
PROSPECTUS
SUPPLEMENT
(To Prospectus Dated December 8, 2008 and
Prospectus Supplement Dated September 15, 2009)
UDR,
INC.
Common
Stock
Pursuant to the ATM Equity
OfferingSM*
sales agreement dated September 15, 2009, entered into
between us and Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Morgan Stanley & Co. Incorporated, or
the Agents, which was filed as an exhibit to our Current Report
on
Form 8-K
filed with the Securities and Exchange Commission on
September 15, 2009 and is incorporated herein by reference,
we sold 4,395,601 shares of our common stock, par value
$0.01 per share, through the Agents, acting as sales agents or
principals, between November 9, 2010 and April 4, 2011.
Our common stock is listed and trades on the New York Stock
Exchange, or NYSE, under the symbol UDR. The last
reported sale price of our common stock on the NYSE on
May 3, 2011 was $25.73 per share.
This prospectus supplement should be read in conjunction with,
and may not be delivered or utilized without, the prospectus
dated December 8, 2008, the prospectus supplement dated
September 15, 2009, the prospectus supplement dated
October 20, 2009, the prospectus supplement dated
February 10, 2010, the prospectus supplement dated
May 4, 2010, the prospectus supplement dated August 3,
2010 and the prospectus supplement dated November 9, 2010.
Investing in our common stock involves risks. See Risk
Factors beginning on
page S-3
of the accompanying prospectus supplement dated
September 15, 2009 and on page 1 of the accompanying
prospectus dated December 8, 2008, and the risks set forth
under the caption Item 1A. Risk Factors
included in our most recent Annual Report on
Form 10-K
and Quarterly Reports on
Form 10-Q.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the
accompanying prospectus or prospectus supplement is truthful or
complete. Any representation to the contrary is a criminal
offense.
|
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BofA
Merrill Lynch |
Morgan
Stanley |
The date of this prospectus supplement is May 3, 2011.
* ATM
Equity Offering is a service mark of Merrill Lynch &
Co., Inc.