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: 2010-03-01

Reporting Person: SCHULMAN EDWARD M (SVP-General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-01	Common Stock, par value $.01 per share	F	809	$81.26	Disposed	11370.776	Direct
2010-03-02	Common Stock, par value $.01 per share	M	2849	$48.60	Acquired	14219.776	Direct
2010-03-02	Common Stock, par value $.01 per share	S	2849	$81.2163	Disposed	11370.776	Direct
2010-03-02	Common Stock, par value $.01 per share	S	1700	$81.1812	Disposed	9670.776	Direct
2010-03-02	Common Stock, par value $.01 per share	G	150	$0.00	Disposed	9520.776	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-02	Stock Options (Right to Buy)	$48.60	M	2849	Disposed	2019-02-11	Common Stock (2849)	Direct

Footnotes

F1: 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.

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

F3: This transaction was executed in multiple trades at prices ranging from $81.20 to $81.23. 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 $81.17 to $81.19. 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: Reflects gift of 150 shares.

F6: 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.

F7: Following the reported transaction, the reporting person holds 53,587 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.