AVALONBAY COMMUNITIES INC — Director's Dealing 2011

Jun 22, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVALONBAY COMMUNITIES INC (AVB)
CIK: 0000915912
Period of Report: 2011-06-20

Reporting Person: NAUGHTON TIMOTHY J (Director, President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-20	Common Stock, par value $.01 per share	M	18884	$49.09	Acquired	157291.1347	Direct
2011-06-20	Common Stock, par value $.01 per share	S	19608	$130.3925	Disposed	137683.1347	Direct
2011-06-20	Common Stock, par value $.01 per share	S	5129	$132.00	Disposed	132554.1347	Direct
2011-06-21	Common Stock, par value $.01 per share	M	9871	$49.09	Acquired	142425.1347	Direct
2011-06-21	Common Stock, par value $.01 per share	S	15317	$132.138	Disposed	127108.1347	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-06-20	Stock Options (Right to Buy)	$49.09	M	18884	Disposed	2014-02-12	Common Stock (18884)	Direct
2011-06-21	Stock Options (Right to Buy)	$49.09	M	9871	Disposed	2014-02-12	Common Stock (9871)	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: The transaction was executed in multiple trades at prices ranging from $130.23 to $130.79. 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 transaction was executed in multiple trades at prices ranging from $132.00 to $132.41. 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: The options exercised were included in options granted on February 12, 2004, which became exerciseable in three equal annual installments beginning on February 12, 2005.

F5: Following the reported transaction, the reporting person held a total of 396,281 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.

F6: Following the reported transaction, the reporting person holds a total of 386,410 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.