AVALONBAY COMMUNITIES INC — Director's Dealing 2010

Nov 24, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVALONBAY COMMUNITIES INC (AVB)
CIK: 0000915912
Period of Report: 2010-11-22

Reporting Person: BLAIR BRYCE (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-22	Common Stock, par value $.01 per share	M	57431	$49.09	Acquired	314951.2128	Direct
2010-11-22	Common Stock, par value $.01 per share	M	20000	$67.86	Acquired	334951.2128	Direct
2010-11-22	Common Stock, par value $.01 per share	S	77431	$109.0037	Disposed	257520.2128	Direct
2010-11-23	Common Stock, par value $.01 per share	M	20000	$67.86	Acquired	277520.2128	Direct
2010-11-23	Common Stock, par value $.01 per share	S	20000	$108.4122	Disposed	257520.2128	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-11-22	Stock Options (Right to Buy)	$49.09	M	57431	Disposed	2014-02-12	Common Stock (57431)	Direct
2010-11-22	Stock Options (Right to Buy)	$67.86	M	20000	Disposed	2015-02-11	Common Stock (20000)	Direct
2010-11-23	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	310	Indirect

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 $108.85 to $109.36. 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 $108.00 to $108.92. 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: No transaction is reported. Reflects shares held in trust for children.

F5: The options exercised were included in options granted under the issuer's stock option and incentive plan on February 12, 2004, which became exercisable in three equal annual installments beginning on February 12, 2005.

F6: Following the reported transaction, the reporting person held a total of 612,280 options to purchase the issuer's common stock granted on various dates 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 11, 2005 which became exercisable in three equal installments beginning on February 11, 2006.

F8: Following the reported transaction, the reporting person held a total of 592,280 options to purchase the issuer's common stock granted on various dates with varying exercise prices and vesting dates.

F9: Following the reported transaction, the reporting person holds a total of 572,280 options to purchase the issuer's common stock granted on various dates with varying exercise prices and vesting dates.