AVALONBAY COMMUNITIES INC — Director's Dealing 2011

Jun 10, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVALONBAY COMMUNITIES INC (AVB)
CIK: 0000915912
Period of Report: 2011-06-08

Reporting Person: SCHULMAN EDWARD M (SVP-General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-08	Common Stock, par value $.01 per share	M	18765	$96.19	Acquired	27159.4658	Direct
2011-06-08	Common Stock, par value $.01 per share	M	2860	$86.40	Acquired	30019.4658	Direct
2011-06-08	Common Stock, par value $.01 per share	M	2850	$48.60	Acquired	32869.4658	Direct
2011-06-08	Common Stock, par value $.01 per share	M	1067	$74.20	Acquired	33936.4658	Direct
2011-06-08	Common Stock, par value $.01 per share	F	753	$132.62	Disposed	33183.4658	Direct
2011-06-08	Common Stock, par value $.01 per share	S	26142	$131.9121	Disposed	7041.4658	Direct
2011-06-09	Common Stock, par value $.01 per share	S	629	$132.39	Disposed	6412.4658	Direct
2011-06-09	Common Stock, par value $.01 per share	G	500	$0.00	Disposed	5912.4658	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-06-08	Stock Options (Right to Buy)	$96.19	M	18765	Disposed	2016-02-09	Common Stock (18765)	Direct
2011-06-08	Stock Options (Right to Buy)	$86.40	M	2860	Disposed	2018-02-11	Common Stock (2860)	Direct
2011-06-08	Stock Options (Right to Buy)	$48.60	M	2850	Disposed	2019-02-11	Common Stock (2850)	Direct
2011-06-08	Stock Options (Right to Buy)	$74.20	M	1067	Disposed	2020-02-11	Common Stock (1067)	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 $131.90 to $132.81. 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: Reflects gift of 500 shares.

F4: 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.

F5: Following the reported transaction, the reporting person held a total of 26,071 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 11, 2008 which became exercisable in three equal installments beginning on February 11, 2009.

F7: Following the reported transaction, the reporting person held a total of 23,211 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, 2009 which became exercisable in three equal installments beginning on February 11, 2010.

F9: Following the reported transaction, the reporting person held a total of 20,361 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.

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: Following the reported transaction, the reporting person holds a total of 19,294 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.