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): ~~October 5~~December 4, 2015

UDR, Inc.

United Dominion Realty, L.P.

(Exact name of registrant as specified in its charter)

Delaware	333-156002-01	54-1776887
Maryland	1-10524	54-0857512
Delaware (United Dominion Realty, L.P.)	333-156002-01	54-1776887
(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 1.01. Entry into a Material Definitive Agreement.

InOn ~~connection~~December ~~with~~4, ~~the~~2015, ~~acquisitions~~in ~~described~~connection ~~below~~with ~~under~~the ~~Item~~adoption ~~2.01~~ of ~~this~~changes ~~Current~~to ~~Report~~the on1999 ~~Form~~Long ~~8-K,~~Term onIncentive ~~October~~Plan 5,(the ~~2015,~~“Plan”) of UDR, Inc., ~~a Maryland corporation~~ (the “Company”), asdescribed ~~the~~in ~~sole~~this ~~general~~report, ~~partner~~the ~~and~~Company, athe ~~limited~~general partner, of United Dominion Realty, L.P., a Delaware limited partnership (the “~~Operating~~UDR Partnership”), ~~and~~entered ~~UDR~~into ~~Texas~~the ~~Properties~~Ninth ~~LLC,~~Amendment a(the ~~Delaware~~“Ninth ~~limited~~Amendment”) ~~liability~~to ~~company~~the ~~owned~~Amended ~~0.5%~~and byRestated ~~the~~Agreement ~~Company~~of ~~and~~Limited ~~99.5%~~Partnership byof the ~~Operating~~UDR Partnership ("the “UDR ~~Texas"~~Partnership Agreement”),. asThe ~~limited~~description ~~partners,~~of ~~entered~~the ~~into~~Ninth ~~the~~Amendment ~~Agreement~~is ofset ~~Limited~~forth ~~Partnership~~in ~~(the~~this report under “~~Partnership~~Item ~~Agreement”)~~5.02. Departure of ~~UDR~~Directors ~~Lighthouse~~or ~~DownREIT~~Certain ~~L.P.~~Officers; ~~(the~~Election ~~“DownREIT~~of ~~Partnership~~Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.”) and is incorporated herein by reference.

AsItem the sole general partner of the DownREIT Partnership, the Company has full, complete and exclusive discretion to manage and control the business of the DownREIT Partnership and to make all decisions affecting the business and assets of the DownREIT Partnership, subject to certain limitations set forth in the Partnership Agreement. Upon completion of the transactions under the Contribution Agreement (as defined below), the Company, the Operating Partnership and UDR Texas will own approximately 8.5~~%, 32~~.~~5% and 9~~02.~~1%,~~ ~~respectively,~~Departure of ~~the~~Directors ~~units~~or ofCertain ~~limited~~Officers; ~~partnership~~Election ~~interest~~of inDirectors; ~~the~~Appointment ~~DownREIT Partnership (“DownREIT Units”), which they received in exchange for their contribution~~ of ~~the~~Certain ~~following~~Officers; ~~properties~~Compensatory toArrangements ~~the~~with ~~DownREIT~~Certain ~~Partnership:~~Officers.

	Property		Location
	Ridge at Blue Hills(1)		Braintree, MA
	Residences at the Domain(1)		Austin, TX
	Inwood West(2)		Woburn, MA
	Thirty377(2)		Dallas, TX
	Legacy Village(2)		Plano, TX
	Delancey at Shirlington(2)		Arlington, VA
	Circle Towers(2)		Fairfax, VA
	Barton Creek Landing(3)		Austin, TX
	The Whitmore(3)		Arlington, VA
	(1) Contributed by the Company.
	(2) Contributed by the Operating Partnership.
	(3) Contributed by UDR Texas.

On December 4, 2015, the Compensation and Management Development Committee (the “Committee”) of the Board of Directors of the Company approved the amendment and restatement of the Plan to provide for awards of LTIP Units of the UDR Partnership. In conjunction with this change to the Plan, the Ninth Amendment to UDR Partnership Agreement was entered into to provide for the issuance of those LTIP Units, including Class 1 LTIP Units and Class 2 LTIP Units, that may be awarded under the Plan.

~~The~~Under ~~limited~~the ~~partners~~Plan ~~have~~(as noamended ~~power~~and torestated ~~remove~~December 4, 2015), the ~~Company~~Committee asis ~~general~~authorized ~~partner~~to ofgrant ~~the~~LTIP ~~DownREIT~~Units ~~Partnership.~~to ~~The~~Plan ~~DownREIT~~participants ~~Partnership~~(each isa ~~structured~~“Participant”) in such amounts and subject to ~~make~~such ~~distributions~~terms inand ~~respect~~conditions ofas ~~DownREIT~~may ~~Units~~be selected by the Committee; provided, however, that ~~will~~LTIP Units may only be ~~equivalent~~issued to a Participant for the ~~distributions~~performance ~~made~~of services to ~~holders~~or for the benefit of the ~~Company~~UDR Partnership (a) in the Participant’s ~~common~~capacity ~~stock.~~as ~~Subject~~a topartner ~~certain~~of ~~terms~~the ~~and~~UDR ~~conditions~~Partnership, ~~set~~(b) ~~forth~~ in anticipation of the Participant becoming a partner of the Partnership, ~~Agreement~~or (c) as otherwise determined by the Committee, ~~limited~~provided ~~partners~~that inthe LTIP Units are intended to constitute “profits interests” within the ~~DownREIT~~meaning ~~Partnership~~of ~~(other~~the ~~than~~Internal Revenue Code. The Committee will specify the ~~Company~~conditions and ~~its~~dates ~~affiliates)~~upon ~~have~~which the ~~right~~LTIP Units shall vest and become nonforfeitable. In addition to any terms and conditions that are specified by the Committee, ~~commencing~~the ~~one~~LTIP ~~year~~Units ~~after~~shall be subject to the ~~date~~terms and conditions of ~~issuance,~~the toUDR ~~tender~~Partnership ~~their~~Agreement ~~DownREIT~~and ~~Units~~such ~~for~~other ~~redemption~~restrictions, ~~for~~including ~~cash~~restrictions on transferability (including by redemption or conversion), atas the ~~Company’s~~Committee ~~election,~~may ~~for~~impose. Any ~~shares~~such ofrestrictions ~~its~~may ~~common~~lapse ~~stock~~separately onor ain ~~one-for-one~~combination ~~basis~~at ~~(subject~~such times, pursuant to such circumstances, in such installments, or otherwise, as the ~~anti-dilution~~Committee ~~adjustments~~determines ~~provided~~at inthe time of the ~~Partnership~~grant ~~Agreement)~~of the award or thereafter.

AThe ~~copy~~Ninth ofAmendment amends the UDR Partnership Agreement isto ~~attached~~establish ~~hereto~~and set forth the terms of the new classes of Partnership Interests designated as ~~Exhibit~~LTIP ~~10.1~~Units, including Class I LTIP Units and isClass ~~incorporated~~2 ~~herein~~LTIP byUnits, ~~reference.~~as ~~The~~well ~~foregoing~~as ~~description~~to make conforming changes. The terms of the LTIP Units are specified in new Exhibit H to the UDR Partnership Agreement, ~~does~~which ~~not~~addresses, ~~purport~~among toother bethings, ~~complete~~issuance, vesting and isforfeiture, ~~qualified~~adjustments, indistributions, ~~its~~allocations, ~~entirety~~transfers, bylegends, ~~reference~~conversions to ~~the~~UDR ~~full~~Partnership ~~text~~Common Units, redemption of ~~the~~UDR Partnership ~~Agreement~~Common Units issued upon conversion of LTIP Units, voting and certain tax matters with respect to the LTIP Units.

~~Item~~The ~~2.01. Completion~~description of anthe ~~Acquisition~~Ninth orAmendment ~~Disposition~~set forth herein is qualified in its entirety by reference to the full text of ~~Assets~~the Ninth Amendment, which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.

~~Beginning~~The ondescription ~~October 6, 2015, the Company completed the previously announced acquisition~~ of six Washington, DC area properties from Home Properties, L.P., a New York limited partnership (“Home OP”), for a total purchase price of $901 million, which was comprised of $565 million of newly issued DownREIT Units issued at $35 per unit, the ~~assumption~~Plan ~~of $89 million of debt, $221 million of reverse exchanges pursuant to Section 1031 of the Internal Revenue Code of 1986,~~ (as amended, and ~~$26~~restated ~~million~~December ~~of cash. In addition~~4, ~~the~~2015) ~~Company~~set ~~issued~~forth ~~approximately~~herein ~~13.7~~is ~~million~~qualified ~~shares~~in of its ~~Series~~entirety Fby ~~Preferred~~reference ~~Stock~~ to ~~former limited partners of Home OP, which had~~ the ~~right~~full totext ~~subscribe for one share~~ of ~~Series F Preferred Stock for each DownREIT Unit issued in connection with~~ the ~~acquisitions.~~Plan ~~The acquisitions were made pursuant to the previously disclosed definitive Contribution Agreement, dated~~ (as ~~of June 22, 2015, as~~ amended, by and ~~among~~restated ~~the~~December ~~Company~~4, ~~the Operating Partnership~~2015), ~~Home~~which OPis ~~and~~filed ~~LSREF4~~as ~~Lighthouse~~Exhibit ~~Acquisitions,~~10.2 ~~LLC,~~to athis ~~Delaware~~report ~~limited~~and ~~liability~~is ~~company~~incorporated ~~(the~~herein ~~“Contribution~~by ~~Agreement”)~~reference.

OfItem ~~the~~7.01. ~~six~~Regulation ~~properties~~FD acquired from Home OP, four properties were acquired through the DownREIT Partnership, one property was acquired by the Operating Partnership through a reverse Section 1031 exchange and one property was acquired by an affiliate of the Company through a reverse Section 1031 exchange, as reflected in the following table:Disclosure.

	Property		Location
	Eleven55 Ripley(1)		Silver Spring, MD
	Arbor Park of Alexandria(1)		Alexandria, VA
	Newport Village(1)		Alexandria, VA
	The Courts at Dulles(1)		Herndon, VA
	1200 East West(2)		Silver Spring, MD
	Courts at Huntington Station(3)		Alexandria, VA
	(1) Acquired through the DownREIT Partnership.
	(2) Acquired by an affiliate of the Company through a reverse Section 1031 exchange.
	(3) Acquired by the Operating Partnership through a reverse Section 1031 exchange.

The information included as Exhibit 99.1 to this report will be made available to investors beginning December 10, 2015. This information is being furnished pursuant to Item 7.01, and the information contained therein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, the information contained in Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended.

For additional information regarding the Contribution Agreement and the transactions contemplated thereby, see the Current Report on Form 8-K previously filed by the Company and the Operating Partnership on June 22, 2015, which included a copy of the Contribution Agreement as Exhibit 2.1.

The information set forth under Item 1.01 of this Current Report on Form 8-K related to the contribution of seven properties to the DownREIT Partnership by the Operating Partnership and UDR Texas is incorporated by reference into this Item 2.01. As a result of the contribution of those seven properties to the DownREIT Partnership, the properties will no longer be consolidated in the Operating Partnership’s financial statements, resulting in a decrease in the real estate owned, debt, revenues and expenses of the Operating Partnership. A gain will be recorded for a portion of the Operating Partnership’s ownership interest in the seven properties that was disposed during the three months ended December 31, 2015. The Operating Partnership will retain a 41% interest in those seven properties through its ownership interest in the DownREIT Partnership, which will be reported as Investment in and advances to unconsolidated joint ventures, net on the consolidated balance sheet and Income/(loss) from unconsolidated entities on the consolidated statement of operations in the Operating Partnership’s consolidated financial statements.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The required financial statements for the acquired properties will be filed in accordance with Rule 3-14 of Regulation S-X under cover of Form 8-K/A as soon as practicable, but in no event later than 71 days after the date on which this initial Current Report was required to be filed.

(b) Unaudited Pro Forma Financial Information.

The required pro forma financial statements for the acquisitions and dispositions will be filed in accordance with Article 11 of Regulation S-X under cover of Form 8-K/A as soon as practicable, but in no event later than 71 days after the date on which this initial Current Report was required to be filed.

(d) Exhibits.

Exhibit No.		Description
10.1		Ninth Amendment to the Amended and Restated Agreement of Limited Partnership of ~~UDR~~United ~~Lighthouse~~Dominion ~~DownREIT~~Realty, L.P., dated as of ~~October~~December 54, 2015 ~~(incorporated by reference to Exhibit 10~~.~~1 to UDR, Inc.’s Current Report on Form 8-K filed on October 7, 2015).~~
10.2		UDR, Inc. 1999 Long-Term Incentive Plan (as amended and restated December 4, 2015).
99.1		Presentation Materials.

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.

	United Dominion Realty, L.P.
	UDR, Inc.
	By: UDR, Inc., its general partner
December 10, 2015	By:	/s/ Warren L. Troupe
Date: October 9, 2015	By:	/s/ Warren L. Troupe
		Name: Warren L. Troupe
		Title: Senior Executive Vice President



	United Dominion Realty, L.P.
	By: UDR, Inc., its general partner

December 10, 2015	By:	/s/ Warren L. Troupe
		Name: Warren L. Troupe
		Title: Senior Executive Vice President

Exhibit Index

Exhibit No.		Description
10.1		Ninth Amendment to the Amended and Restated Agreement of Limited Partnership of ~~UDR~~United ~~Lighthouse~~Dominion ~~DownREIT~~Realty, L.P., dated as of ~~October~~December 54, 2015 ~~(incorporated by reference to Exhibit 10~~.~~1 to UDR, Inc.’s Current Report on Form 8-K filed on October 7, 2015).~~
10.2		UDR, Inc. 1999 Long-Term Incentive Plan (as amended and restated December 4, 2015).
99.1		Presentation Materials.

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