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  17, 2018

UDR, Inc.

United Dominion Realty, L.P.

 (Exact name of registrant as specified in its charter)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

UDR, Inc.:          Emerging growth company ☐

United Dominion Realty, L.P.:          Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

UDR, Inc.:  ☐    United Dominion Realty, L.P.:  ☐

Item 8.01 Other Events

Material U.S. Federal Income Tax Consequences

The information included in this Current Report on Form 8-K under this heading “Material U.S. Federal Income Tax Consequences” and in Exhibit 99.1 hereto supersedes and replaces, in its entirety, the disclosure under the heading “Material U.S. Federal Income Tax Consequences” in the prospectus dated April 27, 2017, which is part of UDR, Inc.’s and United Dominion Realty, L.P.’s Registration Statement on Form S-3 (File Nos. 333-217491 and 333-217491-01).

Item 9.01 Financial Statements and Exhibits

(d)  Exhibits

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.