AVALONBAY COMMUNITIES INC — Director's Dealing 2011

Feb 18, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVALONBAY COMMUNITIES INC (AVB)
CIK: 0000915912
Period of Report: 2011-02-16

Reporting Person: HOREY LEO S III (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-16	Common Stock, par value $.01 per share	A	3409	$0.00	Acquired	63844.7705	Direct
2011-02-16	Common Stock, par value $.01 per share	M	4345	$49.09	Acquired	68189.7705	Direct
2011-02-16	Common Stock, par value $.01 per share	S	4345	$116.25	Disposed	63844.7705	Direct
2011-02-16	Common Stock, par value $.01 per share	M	10000	$67.86	Acquired	73844.7705	Direct
2011-02-16	Common Stock, par value $.01 per share	S	10000	$116.50	Disposed	63844.7705	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-16	Employee Stock Options (Right to Buy)	$115.83	A	6974	Acquired	2021-02-16	Common Stock (6974)	Direct
2011-02-16	Employee Stock Options (Right to Buy)	$49.09	M	4345	Disposed	2014-02-12	Common Stock (4345)	Direct
2011-02-16	Employee Stock Options (Right to Buy)	$67.86	M	10000	Disposed	2015-02-11	Common Stock (10000)	Direct

Footnotes

F1: Reflects grant of shares of restricted stock under the Company's Stock Option and Incentive Plan, which shares are subject to vesting requirements.

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

F3: These options vest in three annual installments, with the first installment vesting on 2/16/2012.

F4: Reflects grant of options under the Company's Stock Option and Incentive Plan.

F5: Following the reported transaction, the reporting person held a total of 147,276 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.

F6: The options exercised were included in options granted under the issuer's stock option and incentive plan on February 12, 2004, which became exercisable in three equal annual installments beginning on February 12, 2005.

F7: Following the reported transaction, the reporting person held a total of 142,931 options to purchase the issuer's common stock granted on various dates and 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, 2005, which become exercisable in three annual installments beginning on February 11, 2006.

F9: Following the reported transaction, the reporting person holds a total of 132,931 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.