AVALONBAY COMMUNITIES INC — Director's Dealing 2011

Aug 5, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVALONBAY COMMUNITIES INC (AVB)
CIK: 0000915912
Period of Report: 2011-08-03

Reporting Person: BLAIR BRYCE (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-03	Common Stock, par value $.01 per share	M	2400	$86.40	Acquired	323871.4657	Direct
2011-08-03	Common Stock, par value $.01 per share	S	2400	$128.208	Disposed	321471.4657	Direct
2011-08-04	Common Stock, par value $.01 per share	M	3700	$86.40	Acquired	325171.4657	Direct
2011-08-04	Common Stock, par value $.01 per share	M	300	$48.60	Acquired	325471.4657	Direct
2011-08-04	Common Stock, par value $.01 per share	S	4000	$127.302	Disposed	321471.4657	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-08-03	Stock Options (Right to Buy)	$86.40	M	2400	Disposed	2018-02-11	Common Stock (2400)	Direct
2011-08-04	Stock Options (Right to Buy)	$86.40	M	3700	Disposed	2018-02-11	Common Stock (3700)	Direct
2011-08-04	Stock Options (Right to Buy)	$48.60	M	300	Disposed	2019-02-11	Common Stock (300)	Direct

Footnotes

F1: The exercises and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 24, 2011.

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 $128.00 to $128.50. 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 $127.00 to $127.50. 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 February 11, 2008 which became exercisable in three equal installments beginning on February 11, 2009.

F6: Following the reported transaction, the reporting person held a total of 396,999 options to purchase the issuer's common stock granted on various dates with varying exercise prices and vesting dates.

F7: Following the reported transaction, the reporting person held a total of 393,299 options to purchase the issuer's common stock granted on various dates with varying exercise prices and vesting dates.

F8: 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.

F9: Following the reported transaction, the reporting person holds a total of 392,999 options to purchase the issuer's common stock granted on various dates with varying exercise prices and vesting dates.