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: Breslin Sean J. (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	1414	$86.40	Acquired	8473.9701	Direct
2011-02-14	Common Stock, par value $.01 per share	M	2699	$48.60	Acquired	11172.9701	Direct
2011-02-14	Common Stock, par value $.01 per share	M	1320	$74.20	Acquired	12492.9701	Direct
2011-02-14	Common Stock, par value $.01 per share	S	5433	$116.0098	Disposed	7059.9701	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-14	Stock Options (Right to Buy)	$86.40	M	1414	Disposed	2018-02-11	Common Stock (1414)	Direct
2011-02-14	Stock Options (Right to Buy)	$48.60	M	2699	Disposed	2019-02-11	Common Stock (2699)	Direct
2011-02-14	Stock Options (Right to Buy)	$74.20	M	1320	Disposed	2020-02-11	Common Stock (1320)	Direct

Footnotes

F1: The amount of secuities owned following the reported transaction reflects direct ownership of all shares of common stock, including restricted stock.

F2: This transaction was executed in multiple trades at prices ranging from $116.00 to $116.06. 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 11, 2008 which became exercisable in three equal installments beginning on February 11, 2009.

F4: Following the reported transaction, the reporting person held a total of 21,585 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, 2009 which became exercisable in three equal installments beginning on February 11, 2010.

F6: Following the reported transaction, the reporting person held a total of 18,886 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, 2010 which became exercisable in three equal installments beginning on February 11, 2011.

F8: Following the reported transaction, the reporting person holds a total of 17,566 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.