AVALONBAY COMMUNITIES INC — Director's Dealing 2010

Dec 1, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVALONBAY COMMUNITIES INC (AVB)
CIK: 0000915912
Period of Report: 2010-11-30

Reporting Person: Breslin Sean J. (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-30	Common Stock, par value $.01 per share	M	2570	$86.40	Acquired	9627.2654	Direct
2010-11-30	Common Stock, par value $.01 per share	M	48	$48.60	Acquired	9675.2654	Direct
2010-11-30	Common Stock, par value $.01 per share	S	2618	$110.00	Disposed	7057.2654	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-11-30	Stock Options (Right to Buy)	$86.40	M	2570	Disposed	2018-02-11	Common Stock (2570)	Direct
2010-11-30	Stock Options (Right to Buy)	$48.60	M	48	Disposed	2019-02-11	Common Stock (48)	Direct

Footnotes

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

F2: The options exercised were included in options granted under the issuer's stock option and incentive plan on February 11, 2008 which became exercisable in three equal installments beginning on February 11, 2009.

F3: Following the reported transaction, the reporting person held a total of 23,047 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.

F4: The options exercised were included in options granted under the issuer's stock option and incentive plan on February 11, 2009 which became exercisable in three equal installments beginning on February 11, 2010.

F5: Following the reported transaction, the reporting person holds a total of 22,999 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.