AVALONBAY COMMUNITIES INC — Director's Dealing 2011

Feb 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVALONBAY COMMUNITIES INC (AVB)
CIK: 0000915912
Period of Report: 2011-02-14

Reporting Person: Wilson Stephen W (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-14	Common Stock, par value $.01 per share	M	14431	$96.19	Acquired	29655.6257	Direct
2011-02-14	Common Stock, par value $.01 per share	M	6233	$86.40	Acquired	35888.6257	Direct
2011-02-14	Common Stock, par value $.01 per share	M	3781	$48.60	Acquired	39669.6257	Direct
2011-02-14	Common Stock, par value $.01 per share	M	1433	$74.20	Acquired	41102.6257	Direct
2011-02-14	Common Stock, par value $.01 per share	S	25878	$116.0693	Disposed	15224.6257	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-14	Employee Stock Options (Right to Buy)	$96.19	M	14431	Disposed	2016-02-09	Common Stock (14431)	Direct
2011-02-14	Employee Stock Options (Right to Buy)	$86.40	M	6233	Disposed	2018-02-11	Common Stock (6233)	Direct
2011-02-14	Employee Stock Options (Right to Buy)	$48.60	M	3781	Disposed	2019-02-11	Common Stock (3781)	Direct
2011-02-14	Employee Stock Options (Right to Buy)	$74.20	M	1433	Disposed	2020-02-11	Common Stock (1433)	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 $116.00 to $116.185. 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: The options exercised were included in options granted under the issuer's stock option and incentive plan on February 9, 2006, which become exercisable in three annual installments beginning on February 9, 2007.

F4: Following the reported transaction, the reporting person held 26,524 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.

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 20,291 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 11, 2009 which became exercisable in three equal installments beginning on February 11, 2010.

F8: Following the reported transaction, the reporting person held 16,510 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.

F9: 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.

F10: Following the reported transaction, the reporting person holds 15,077 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.