AVALONBAY COMMUNITIES INC — Director's Dealing 2011

Sep 8, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVALONBAY COMMUNITIES INC (AVB)
CIK: 0000915912
Period of Report: 2011-09-06

Reporting Person: BLAIR BRYCE (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-09-06	Common Stock, par value $.01 per share	M	5500	$67.86	Acquired	326971.4657	Direct
2011-09-06	Common Stock, par value $.01 per share	S	2200	$133.9864	Disposed	324771.4657	Direct
2011-09-06	Common Stock, par value $.01 per share	S	500	$131.066	Disposed	324271.4657	Direct
2011-09-06	Common Stock, par value $.01 per share	S	1100	$132.6541	Disposed	323171.4657	Direct
2011-09-06	Common Stock, par value $.01 per share	S	1700	$133.3965	Disposed	321471.4657	Direct
2011-09-07	Common Stock, par value $.01 per share	M	3600	$67.86	Acquired	325071.4657	Direct
2011-09-07	Common Stock, par value $.01 per share	M	7000	$86.40	Acquired	332071.4657	Direct
2011-09-07	Common Stock, par value $.01 per share	M	900	$74.20	Acquired	332971.4657	Direct
2011-09-07	Common Stock, par value $.01 per share	M	4400	$48.60	Acquired	337371.4657	Direct
2011-09-07	Common Stock, par value $.01 per share	S	8000	$134.1886	Disposed	329371.4657	Direct
2011-09-07	Common Stock, par value $.01 per share	S	3000	$135.00	Disposed	326371.4657	Direct
2011-09-07	Common Stock, par value $.01 per share	S	4900	$136.00	Disposed	321471.4657	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-09-06	Stock Options (Right to Buy)	$67.86	M	5500	Disposed	2015-02-11	Common Stock (5500)	Direct
2011-09-07	Stock Options (Right to Buy)	$67.86	M	3600	Disposed	2015-02-11	Common Stock (3600)	Direct
2011-09-07	Stock Options (Right to Buy)	$86.40	M	7000	Disposed	2018-02-11	Common Stock (7000)	Direct
2011-09-07	Stock Options (Right to Buy)	$74.20	M	900	Disposed	2020-02-11	Common Stock (900)	Direct
2011-09-07	Stock Options (Right to Buy)	$48.60	M	4400	Disposed	2019-02-11	Common Stock (4400)	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 $133.58 to $134.52. 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 $130.82 to $131.49. 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: This transaction was executed in multiple trades at prices ranging from $132.220 to $133.165. 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.

F6: This transaction was executed in multiple trades at prices ranging from $133.22 to $133.57. 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.

F7: This transaction was executed in multiple trades at prices ranging from $134.00 to $134.50. 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.

F8: The options exercised were included in options granted under the issuer's stock option and incentive plan on February 11, 2005 which became exercisable in three equal installments beginning on February 11, 2006.

F9: 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.

F10: The options exercised were included in options granted under the issuer's stock option and incentive plan on February 11, 2010 which became exercisable in three equal installments beginning on February 11, 2011.

F11: 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.

F12: Following the reported transactions, the reporting person holds a total of 280,999 options to purchase the issuer's common stock granted on various dates with varying exercise prices and vesting dates.