AVALONBAY COMMUNITIES INC — Director's Dealing 2010

Mar 3, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVALONBAY COMMUNITIES INC (AVB)
CIK: 0000915912
Period of Report: 2010-02-11

Reporting Person: Wilson Stephen W (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-11	Common Stock, par value $.01 per share	A	2719	$0.00	Acquired	15989.514	Direct
2010-03-01	Common Stock, par value $.01 per share	F	1133	$81.26	Disposed	14856.514	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-11	Employee Stock Options (Right to Buy)	$74.20	A	4299	Acquired	2020-02-11	Common Stock (4299)	Direct

Footnotes

F1: Reflects grant of shares of restricted stock under the Company's Stock Option and Incentive Plan, which shares are subject to vesting requirements.

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

F3: Reflects withholding of shares by the Company to cover tax withholding obligations on the vesting of restricted stock under the Company's Stock Option and Incentive Plan.

F4: These options vest in three annual installments, with the first installment vesting on 2/11/2011.

F5: Reflects grant of options under the Company's Stock Option and Incentive Plan.

F6: Following the reported transaction, the reporting person holds 57,134 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.