Edgar Filing: KLINGBEIL JAMES D

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

KLINGBEIL JAMES D

2. Issuer Name and Ticker or Trading Symbol
UDR, Inc. [UDR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

1745 SHEA CENTER DRIVE, SUITE 200

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2003

(Street)

HIGHLANDS RANCH, CO 80129

4. If Amendment, Date Original Filed(Month/Day/Year)
06/14/2005

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Units of Partnershp Interest ⁽¹⁾

$ 0

02/28/2003

J⁽²⁾

76,701

12/07/1999

⁽⁵⁾

Common Stock

76,701

$ 0

2,092,455 ⁽⁶⁾

By Trust/LLC/Partnership ⁽¹⁾

Units of Partnership Interest ⁽¹⁾

$ 0

04/18/2005

J⁽³⁾

37,387

12/07/1999

⁽⁵⁾

Common Stock

37,387

$ 0

2,055,068 ⁽⁶⁾

By Trust/LLC/Partnership ⁽¹⁾

Units of Partnership Interest ⁽¹⁾

$ 0

04/18/2005

J⁽⁴⁾

11,243

12/07/1999

⁽⁵⁾

Common Stock

11,243

$ 0

2,066,311 ⁽⁶⁾

By Trust/LLC/Partnership ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KLINGBEIL JAMES D 1745 SHEA CENTER DRIVE SUITE 200 HIGHLANDS RANCH, CO 80129	X

Signatures

James D. Klingbeil		02/12/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Units represent units of limited partnership interest in United Dominion Realty, L.P. (the "Partnership"), of which Issuer is the sole general partner. Commencing 12/07/99, holders of Units generally may tender such Units to the Partnership for redemption. The Partnership and the Issuer may satisfy such redemption obligation with the issuance of shares of Common Stock of the Issuer or cash equal to the fair market value of such shares of Common Stock, at the election of the Issuer. Each Unit will initially be redeemable for one share of Common Stock. Such redemption ratio is subject to certain adjustments pursuant to the Agreement of Limited Partnership of the Partnership. The Units were issued in connection with the merger of American Apartment Communities II, Inc. with and into the Issuer and the transactions related thereto. Each Unit was valued at $14.25 in the transactions. The Units are held by certain trusts, limited partnerships and limited liability companies.
(2)	Distribution from AAC Management LLC, an entity of which the reporting person is the managing member.
(3)	Pro rata distribution from AAC Management LLC, of which the reporting person is the managing member.
(4)	JDK-AAC LLC, of which the reporting person is the managing member, received a pro rata distribution from AAC Management LLC.
(5)	No expiration date.
(6)	This amendment is being filed to correct the number of Units beneficially owned following the reported transactions as reflected in the Form 4 filed June 14, 2005.

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