AVALONBAY COMMUNITIES INC — Director's Dealing 2011

Jun 17, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVALONBAY COMMUNITIES INC (AVB)
CIK: 0000915912
Period of Report: 2011-06-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-16	Common Stock, par value $.01 per share	A	24032	$0.00	Acquired	83322.776	Direct
2011-06-16	Common Stock, par value $.01 per share	F	5071	$128.73	Disposed	78251.776	Direct

Footnotes

F1: Reflects the settlement of Deferred Stock Awards granted under the Company's 1994 Stock Option and Incentive Plan in the form of shares of restricted and unrestricted stock following the June 16, 2011, determination by the Compensation Committee of the Company's Board of Directors that goals had been fully achieved under the Company's three year 2008 Performance Plan.

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

F3: Reflects withholding of shares by the Company to cover tax withholding obligations due on receipt of unrestricted stock.