AVALONBAY COMMUNITIES INC — Director's Dealing 2010

Jun 22, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVALONBAY COMMUNITIES INC (AVB)
CIK: 0000915912
Period of Report: 2010-06-18

Reporting Person: NAUGHTON TIMOTHY J (Director, President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-06-18	Common Stock, par value $.01 per share	M	14945	$44.58	Acquired	128761.6411	Direct
2010-06-18	Common Stock, par value $.01 per share	M	25000	$44.42	Acquired	153761.6411	Direct
2010-06-18	Common Stock, par value $.01 per share	S	4260	$103.8603	Disposed	149501.6411	Direct
2010-06-18	Common Stock, par value $.01 per share	S	28957	$105.0619	Disposed	120544.6411	Direct
2010-06-18	Common Stock, par value $.01 per share	S	15003	$104.409	Disposed	105541.6411	Direct
2010-06-21	Common Stock, par value $.01 per share	G	70	$0.00	Disposed	105471.6411	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-06-18	Stock Options (Right to Buy)	$44.58	M	14945	Disposed	2011-02-13	Common Stock (14945)	Direct
2010-06-18	Stock Options (Right to Buy)	$44.42	M	25000	Disposed	2012-02-13	Common Stock (25000)	Direct

Footnotes

F1: The amount of securities owned following the reported transaction reflects direct ownership of all shares of common stock, including restricted shares.

F2: This transaction was executed in multiple trades at prices ranging from $103.55 to $104.30. 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.

F3: This transaction was executed in multiple trades at prices ranging from $105.00 to $105.25. 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 $104.04 to $104.67. 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: The options exercised were included in options granted under the issuer's stock option and incentive plan on February 13, 2001, which became exercisable in three annual installments beginning on February 13, 2002.

F6: Following the reported transaction, the reporting person held a total of 463,359 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.

F7: The options exercised were included in options granted under the issuer's stock option and incentive plan on February 13, 2002, which became exercisable in three annual installments beginning on February 13, 2003.

F8: Following the reported transaction, the reporting person holds a total of 438,359 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.