exv4w1



 





Exhibit 4.1



 


FORM
OF CERTIFICATE FOR SHARES OF 6.75%
SERIES G CUMULATIVE REDEEMABLE PREFERRED STOCK



 



			
	 
	Number *1*
	 	Shares [     ]






	 	 	 
	 

	 	SEE REVERSE FOR IMPORTANT

NOTICE ON TRANSFER RESTRICTIONS

AND OTHER INFORMATION
	 
	 	 
	 

	 	CUSIP: 902653401






UDR, INC.

a Corporation Formed Under the Laws of the State of Maryland



THIS CERTIFIES THAT [     ] is the owner of [          ] ([     ]) fully paid and nonassessable
shares of 6.75% Series G Cumulative Redeemable Preferred Stock, no par value, of




UDR, Inc.



(the “Corporation”) transferable on the books of the Corporation by the holder hereof in person or
by its duly authorized attorney, upon surrender of this Certificate properly endorsed. This
Certificate and the shares represented hereby are issued and shall be held subject to all of the
provisions of the Charter of the Corporation and the Amended and Restated Bylaws of the Corporation
and any amendments thereto. This Certificate is not valid unless countersigned and registered by
the Transfer Agent and Registrar.



IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed on its behalf by its
duly authorized officers.




	 	 	 	 	 	 	 	 	 
	DATED
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 
	Countersigned and Registered: 

Transfer Agent and Registrar

Wells Fargo Bank, N.A.	 	 	 	 	 	(SEAL)
	 

	 	 	 	 	 	 

President
	 	 
	 
	By:
	 	 	 	 
	 

	 
	 	 	 	 
	 Authorized Signature	 	 	 	Secretary






 









 





IMPORTANT NOTICE



The shares of 6.75% Series G Cumulative Redeemable Preferred Stock, no par value, represented
by this certificate are subject to restrictions on transfer for the purpose of the Corporation’s
maintenance of its status as a real estate investment trust under the Internal Revenue Code of
1986, as amended (the “Code”). No person may (1) Beneficially Own or Constructively Own shares of
Equity Stock in excess of 9.9% of the value of the outstanding Equity Stock of the Corporation; or
(2) Beneficially Own Equity Stock that would result in the Corporation’s being “closely held” under
Section 856(h) of the Code. Any Person who attempts to Beneficially Own or Constructively Own
shares of Equity Stock in excess of the above limitations must immediately notify the Corporation.
All capitalized terms in this legend have the meanings defined in the Charter, as the same may be
further amended from time to time, a copy of which, including the restrictions on transfer, will be
sent without charge to each stockholder who so requests. If the restrictions on transfer are
violated, the shares of Equity Stock represented hereby will be automatically exchanged for shares
of Excess Stock which will be held in trust by the Corporation.



The Corporation will furnish to any stockholder, on request and without charge, a full statement of
the information required by Section 2-211(b) of the Maryland General Corporation Law with respect
to the designations and any preferences, voting powers, restrictions, limitations as to dividends
and other distributions, qualifications, and terms and conditions of redemption of the stock of
each class which the Corporation has authority to issue and, if the Corporation is authorized to
issue any preferred or special class in series, (i) the differences in the relative rights and
preferences between the shares of each series to the extent set, and (ii) the authority of the
Board of Directors to set such rights and preferences of subsequent series. The foregoing summary
does not purport to be complete and is subject to and qualified in its entirety by reference to the
Charter of the Corporation, a copy of which will be sent without charge to each stockholder who so
requests. Such request must be made to the Secretary of the Corporation at its principal office or
to the Transfer Agent.




     The following abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to applicable laws or
regulations:



	 	 	 	 	 	 	 	 	 	 	 
	 

	 	TEN COM
	 	-
	 	as tenants in common
	 	UNIF GIFT MIN 

ACT                              
	 	Custodian                     
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	TEN ENT
	 	-
	 	as tenants by the entireties
	 	                         (Custodian)
	 	(Minor)
	 	 	JT TEN	 	-	 	as joint tenants with right of

survivorship and not as tenants in common	 	under Uniform Gifts to Minors Act 

of                                                                                 
	 

	 	 	 	 	 	 	 	 	 	(State)
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Additional abbreviations may also be used though not in the above list.





FOR VALUE RECEIVED,                      HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO



 


 

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE AND SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER, OF ASSIGNEE)



                                         (                    ) shares of 6.75% Series G Cumulative Redeemable
Preferred Stock, no par value, of the Corporation represented by this Certificate and do hereby
irrevocably constitute and appoint                                          attorney to transfer the said
shares of 6.75% Series G Cumulative Redeemable Preferred Stock, no par value, on the books of the
Corporation, with full power of substitution in the premises.



NOTICE: The signature to this Assignment must correspond with the name as written
upon the face of the Certificate in every particular, without alteration or
enlargement or any change whatsoever.




	 	 	 	 	 	 	 
	 	 	 
	Dated