AVALONBAY COMMUNITIES INC — Director's Dealing 2010

Sep 7, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVALONBAY COMMUNITIES INC (AVB)
CIK: 0000915912
Period of Report: 2010-09-02

Reporting Person: NAUGHTON TIMOTHY J (Director, President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-09-02	Common Stock, par value $.01 per share	M	12000	$44.42	Acquired	117511.7845	Direct
2010-09-02	Common Stock, par value $.01 per share	S	16000	$108.0781	Disposed	101511.7845	Direct
2010-09-03	Common Stock, par value $.01 per share	M	1894	$44.42	Acquired	103405.7845	Direct
2010-09-03	Common Stock, par value $.01 per share	M	12000	$34.94	Acquired	115405.7845	Direct
2010-09-03	Common Stock, par value $.01 per share	S	18494	$109.7851	Disposed	96911.7845	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-09-02	Stock Options (Right to Buy)	$44.42	M	12000	Disposed	2012-02-13	Common Stock (12000)	Direct
2010-09-03	Stock Options (Right to Buy)	$44.42	M	1894	Disposed	2012-02-13	Common Stock (1894)	Direct
2010-09-03	Stock Options (Right to Buy)	$34.94	M	12000	Disposed	2013-02-12	Common Stock (12000)	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 $108.05 to $108.15. 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 $109.75 to $109.85. 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: 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.

F5: Following the reported transaction, the reporting person held a total of 426,359 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.

F6: Following the reported transaction, the reporting person held a total of 424,465 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 12, 2003, which become exercisable in three annual installments beginning on February 12, 2004.

F8: Following the reported transaction, the reporting person held a total of 412,465 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.