AVALONBAY COMMUNITIES INC — Director's Dealing 2010

Feb 26, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVALONBAY COMMUNITIES INC (AVB)
CIK: 0000915912
Period of Report: 2010-02-24

Reporting Person: MEYER GILBERT M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-24	Common Stock, par value $.01 per share	M	5043	$43.03	Acquired	1158015.388	Direct
2010-02-24	Common Stock, par value $.01 per share	S	5043	$80.61	Disposed	1152972.388	Direct
2010-02-24	Common Stock, par value $.01 per share	M	7215	$44.98	Acquired	1160187.388	Direct
2010-02-24	Common Stock, par value $.01 per share	S	7215	$80.608	Disposed	1152972.388	Direct
2010-02-24	Common Stock, par value $.01 per share	M	7215	$41.85	Acquired	1160187.388	Direct
2010-02-24	Common Stock, par value $.01 per share	S	7215	$80.5798	Disposed	1152972.388	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-24	Stock Options (Right to Buy)	$43.03	M	5043	Disposed	2011-05-15	Common Stock (5043)	Direct
2010-02-24	Stock Options (Right to Buy)	$44.98	M	7215	Disposed	2012-05-14	Common Stock (7215)	Direct
2010-02-24	Stock Options (Right to Buy)	$41.85	M	7215	Disposed	2013-05-21	Common Stock (7215)	Direct

Footnotes

F1: The amount of securities owned following the reported transaction reflects direct ownership of all shares of common stock, including Deferred Units, which convert to common stock on a one for one basis when the reporting person ceases to be an employee or director of the issuer.

F2: This transaction was executed in multiple trades at prices ranging from $80.59 to $80.63. 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 $80.57 to $80.65. 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 $80.54 to $80.63. 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 May 15, 2001 which became exercisable in full on May 15, 2002.

F6: Following the reported transaction, the reporting person holds 14,430 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 May 14, 2002 which became exercisable in full on May 14, 2003.

F8: Following the reported transaction, the reporting person holds 7,215 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.

F9: The options exercised were included in options granted under the issuer's stock option and incentive plan on May 21, 2003 which became exercisable in full on May 21, 2004.

F10: Following the reported transaction, the reporting person does not hold any options to purchase the issuer's common stock.