AVALONBAY COMMUNITIES INC — Director's Dealing 2010

Aug 11, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVALONBAY COMMUNITIES INC (AVB)
CIK: 0000915912
Period of Report: 2010-08-09

Reporting Person: SARGEANT THOMAS J (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-06-22	Common Stock, par value $.01 per share	G	1000	$0.00	Disposed	138864.5091	Direct
2010-08-09	Common Stock, par value $.01 per share	M	10000	$67.86	Acquired	148864.5091	Direct
2010-08-09	Common Stock, par value $.01 per share	S	10000	$103.50	Disposed	138864.5091	Direct
2010-08-10	Common Stock, par value $.01 per share	M	20000	$67.86	Acquired	158864.5091	Direct
2010-08-10	Common Stock, par value $.01 per share	S	15000	$104.17	Disposed	143864.5091	Direct
2010-08-10	Common Stock, par value $.01 per share	S	5000	$105.50	Disposed	138864.5091	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-08-09	Stock Options (Right to Buy)	$67.86	M	10000	Disposed	2015-02-11	Common Stock (10000)	Direct
2010-08-10	Stock Options (Right to Buy)	$67.86	M	20000	Disposed	2015-02-11	Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01 per share	1352	Indirect

Footnotes

F1: Reflects gift of 1,000 shares.

F2: The amount of securities owned following the reported transaction reflects direct ownership of all shares of common stock, including restricted shares.

F3: The transaction was executed in multiple trades at prices ranging from $104.00 to $104.50. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F4: This transaction was executed in multiple trades at prices ranging from $105.50 to $105.52. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F5: No transaction is reported. The amount of securities owned indirectly following the reported transaction is included for information purposes only.

F6: The options exercised were included in options granted under the issuer's stock option and incentive plan on February 11, 2005, which become exercisable in three annual installments beginning on February 11, 2006.

F7: Following the reported transaction, the reporting person held a total of 236,037 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.

F8: Following the reported transaction, the reporting person holds a total of 216,037 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.