4/A//SEC Filing
Davis Jerry A 4/A
Accession 0000074208-20-000027
CIK 0000074208other
Filed
Feb 11, 7:00 PM ET
Accepted
Feb 12, 5:14 PM ET
Size
13.2 KB
Accession
0000074208-20-000027
Insider Transaction Report
Form 4/AAmended
UDR, Inc.UDR
Davis Jerry A
Senior Vice President
Transactions
- Award
Common Stock
2020-02-06$48.63/sh+9,254$450,022→ 180,497 total - Disposition to Issuer
Class 2 LTIP Units
2020-02-06−35,228→ 428,081 total→ Common Stock (35,228 underlying)
Footnotes (11)
- [F1]Subject to the reporting person's continued employment, the grant vests in equal installments over 4 years from the grant date.
- [F10]The portion of these Class 2 LTIP Units that vest based upon the achievement of pre-determined short term incentive plan financial metrics is determined as follows: 30 percent based on an FFO as Adjusted goal over a one-year period; 30 percent based on a controllable Operating NOI goal; 30 percent based on an operating platform execution goal; and 10 percent based on an associate engagement goal.
- [F11]Amount represents the portion of the award (including dividends) forfeited when performance results were determined by the Committee for the applicable portion of the award on February 6, 2020.
- [F2]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.
- [F3]Subject to the conditions set forth in the Tenth 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 6, 7, 8, 9, 10 and 11, 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.
- [F4]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 to 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 5 below.
- [F5]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.
- [F6]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.
- [F7]The vesting of a portion of these Class 2 LTIP Units is determined based on: (1) the achievement of a pre-determined FFO as Adjusted goal over a one-year period (the "1-Year FFO as Adjusted Metric"); (2) the achievement of a pre-determined FFO as Adjusted goal over a three-year period (the "3-Year FFO as Adjusted Metric"); (3) a goal measured by the Company's relative total shareholder return ("TSR") as compared to an apartment peer group over a three-year performance period (the "Relative TSR Metric"); and (4) a goal measured by the Company's absolute TSR over a three-year performance period (the "Absolute TSR Metric").
- [F8]The portions of the Class 2 LTIP Units based upon the Relative TSR Metric, the Absolute TSR Metric and the 3-Year FFO as Adjusted Metric vest on the determination date with respect to those metrics. The portion of the Class 2 LTIP Units based upon the 1-Year FFO as Adjusted Metric vests 50 percent upon the determination date with respect to that metric, and 50 percent on the one year anniversary of that determination date.
- [F9]The vesting of a portion of these Class 2 LTIP Units is determined as follows: 30 percent is based on the Committee's subjective determination, in its sole discretion, of the executive officer's performance with respect to individual performance objectives; and 70 percent is based on the pre-determined short term incentive plan financial metrics described in footnote 10 below. These Class 2 LTIP Units vest on the determination date.
Documents
Issuer
UDR, Inc.
CIK 0000074208
Entity typeother
Related Parties
1- filerCIK 0001419048
Filing Metadata
- Form type
- 4/A
- Filed
- Feb 11, 7:00 PM ET
- Accepted
- Feb 12, 5:14 PM ET
- Size
- 13.2 KB